4//SEC Filing
Miller Roger P. 4
Accession 0001565778-15-000008
CIK 0000728385other
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 2:13 PM ET
Size
21.2 KB
Accession
0001565778-15-000008
Insider Transaction Report
Form 4
Alterna Capital Partners LLC
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Goldin Earle
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Press Eric M.
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Miller Roger P.
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Alterna General Partner II LLC
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
FURNIVALL JAMES C
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
AC Midwest Energy LLC
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Toll Harry V.
10% Owner
Transactions
- Other
12% Senior Secured Convertible Note
2015-05-31→ 23,530,175 total(indirect: By LLC)Exercise: $0.50→ Common Stock
Footnotes (8)
- [F1]As previously reported, on August 14, 2014, the Issuer, the Issuer's wholly-owned subsidiary and AC Midwest Energy LLC ("AC Midwest") entered into a series of agreements, including a certain Financing Agreement (the "Financing Agreement"), pursuant to the terms of which AC Midwest purchased from the Issuer a 12% senior secured convertible note in the principal amount of $10 million (the "Note") and a five year warrant (the "Warrant") to purchase up to an additional 12,500,000 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock").
- [F2]Also as previously reported, on March 16, 2015, the above-referenced parties entered into a series of amendments related to the Financing Agreement, Note and Warrant (collectively, the "Amendments"), pursuant to which the Issuer made a $3 million payment toward the principal balance of the Note and the conversion price of the Note and exercise price of the Warrant were adjusted to $0.50 per share of Common Stock. The Warrant remains subject to percentage based anti-dilution protection, requiring that the aggregate number of shares of Common Stock purchasable upon its initial exercise not be less than an amount equal to 15% of the Issuer's then outstanding shares of capital stock on a fully diluted basis.
- [F3]Interest on the Note is payable in kind for the first year (calculated from the original issuance date) (the "PIK Interest"), at a rate of 2% in cash and 10% in kind for the second year and thereafter entirely in cash. Interest is calculated on the basis of a 360-day year and actual days elapsed, and it accrues or is payable, as applicable, monthly in arrears on or before the last day of each calendar month. On May 31, 2015, the outstanding principal balance of the Note increased by $81,164 (to an aggregate principal amount of $7,935,730). An additional $79,357 of PIK interest will accrue on the Note through July 30, 2015.
- [F4]Immediately convertible.
- [F5]The maturity date of the Note is the earlier of (i) July 31, 2018, or (ii) the date on which the unpaid balance of the Note becomes due and payable pursuant to the terms of the Note, Financing Agreement or Amendments.
- [F6]This statement is jointly filed by and on behalf of each of Alterna Core Capital Assets Fund II, L.P. ("Fund II"), Alterna Capital Partners LLC ("Alterna"), Alterna General Partner II LLC ("Fund II General Partner"), AC Midwest, Harry V. Toll, James C. Furnivall, Eric M. Press, Roger P. Miller and Earle Goldin. AC Midwest is the record and direct beneficial owner of the securities covered by this statement. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
- [F7]Alterna, in its capacity as investment adviser to Fund II, has the ability to direct the investment decisions of the Fund II, including the power to vote and dispose of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II's business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
- [F8]Each of Messrs. Toll, Furnivall, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue of his role as a member of Alterna, may be deemed to have shared power regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
Documents
Issuer
Midwest Energy Emissions Corp.
CIK 0000728385
Entity typeother
Related Parties
1- filerCIK 0001619288
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 2:13 PM ET
- Size
- 21.2 KB