SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRAVERMAN NEIL K

(Last)

(First)

(Middle)

C/O PATHSTONE FAMLY OFFICE

1 BRIDGE PLAZA SUITE 550

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN POWER GROUP Corp [ apgi ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2016		J⁽¹⁾		438,715⁽²⁾	A	$0.14	462,532	I	Member of Entity
Common Stock	06/30/2016		J⁽¹⁾		24,032⁽³⁾	A	$0.14	486,564	I	Member of Entity
Common Stock	07/11/2016		P		716,071⁽²⁾	A	$0.14	1,202,635	I	Member of Entity
Common Stock	08/24/2016		P		476,190⁽²⁾	A	$0.21	1,678,825	I	Member of Entity
Common Stock	08/30/2016		P		217,391⁽²⁾	A	$0.23	1,896,216	I	Member of Entity
Common Stock	12/31/2016		J⁽¹⁾		441,583⁽²⁾	A	$0.13	2,337,799	I	Member of Entity
Common Stock	12/31/2016		J⁽¹⁾		6,109⁽³⁾	A	$0.13	2,343,908	I	Member of Entity
Common Stock	02/03/2017		J⁽¹⁾		1,026,132⁽²⁾	A	$0.13	3,370,040	I	Member of Entity
Common Stock	03/16/2017		P		500,000⁽³⁾	A	$0.1	3,870,040	I	Member of Entity

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Convertible Preferred Stock	⁽⁴⁾	01/08/2016		P		5⁽²⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	5,000,000	$0.1	9,712,296	I	Member of Entity
Common Stock Purchase Warrant	$0.1	01/08/2016		P		10,000,000⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	10,000,000	$0.1	14,631,621	I	Member of Entity
Common Stock Purchase Warrant	$0.14	07/11/2016		P		716,071⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	716,071	$0.14	15,347,694	I	Member of Entity
Common Stock Purchase Warrant	$0.21	08/24/2016		P		476,190⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	476,190	$0.21	15,823,884	I	Member of Entity
Common Stock Purchase Warrant	$0.23	08/30/2016		P		217,391⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	217,391	$0.23	16,041,275	I	Member of Entity
Common Stock Purchase Warrants	$0.2	09/13/2016		P		6,950,000		⁽⁵⁾	⁽⁵⁾	Common Stock	6,950,000	$0.2	22,991,275	D

Explanation of Responses:

1. Shares of common stock received in lieu of cash for Convertible Preferred Stock

2. The reported securities are owned directly by Associated Private Equity, LLC of which Mr. Braverman is a member. Mr. Braverman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. The reported securities are owned by North Military, Ltd of which Mr. Braverman is a member. Mr. Braverman disclaims beneficially ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The Preferred Stock is convertible at any time, at the holder's election and has no expiration date. Each share of Preferred Stock has a fair value of $100,000 and is convertible into shares of Common Stock at a conversion price of $.10 per share.

5. The warrants are immediately exercisable for a term of 10 years from date of grant.

	/s/ Charles E Coppa, attorney in fact	03/17/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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