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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X
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*
H.I.G. AERT, LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC [ AERT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/01/2017 J(1) 15,289,890 D $0.1359 0 D(5)(6)(7)(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock $0.075 05/01/2017 J(1) 20,524.149 (2) (3) Class A Common Stock 393,084,089(4) $2,603.4833(1) 0 D(5)(6)(7)(8)
1. Name and Address of Reporting Person*
H.I.G. AERT, LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
H.I.G. Capital Partners IV, L.P.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAYSIDE OPPORTUNITY FUND, LP

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
H.I.G. Advisors IV, L.L.C.

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAYSIDE OPPORTUNITY ADVISORS, LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIG GP II INC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MNAYMNEH SAMI

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAMER ANTHONY

(Last) (First) (Middle)
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes.
2. At the holder's election and for no additional consideration, each share of Preferred Stock was convertible into shares of Common Stock at any time.
3. The shares of Preferred Stock had no expiration date.
4. 393,084,089 shares of Common Stock were issuable upon conversion of the 20,524.149 shares of Preferred Stock at the fixed rate of 19,152.27 shares of Common Stock for each share of Preferred Stock, the "Conversion Rate" for the Preferred Stock pursuant to the Issuer's Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock in the event a fundamental transaction (which includes the merger pursuant to the Merger Agreement) occurred prior to August 1, 2017.
5. This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Common Stock and the shares of Preferred Stock.
6. Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Common Stock and Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and Bayside Opportunity Fund, L.P., each in their capacity as the holders of 56.8% and 29.9%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) Bayside Opportunity Advisors, LLC, in its capacity as the general partner of Bayside Opportunity Fund, L.P..; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and Bayside Opportunity Advisors, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc.
7. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
8. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Common Stock or Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares.
Remarks:
H.I.G. AERT, LLC, By: H.I.G. Capital Partners IV, L.P., Title: Member, By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
H.I.G. Capital Partners IV, L.P., By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
Bayside Opportunity Fund, L.P., By: Bayside Opportunity Advisors, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
H.I.G. Advisors IV, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
Bayside Opportunity Advisors, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
H.I.G.- GPII, Inc., By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017
/s/ Sami W. Mnaymneh 05/01/2017
/s/ Anthony A. Tamer 05/01/2017
** 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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