Sec Form 4 Filing - Weichai America Corp. @ POWER SOLUTIONS INTERNATIONAL, INC. - 2017-11-30

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Weichai America Corp. 2. Issuer Name and Ticker or Trading Symbol POWER SOLUTIONS INTERNATIONAL, INC. [ PSIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3100 GOLF ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2017 (Street) ROLLING MEADOWS, IL60008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 11/30/2017 C 4,771,248 A $ 8 7,700,000 I See Explanation of Responses ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 B Convertible Perpetual Preferred Stock $ 8 ( 2 ) 11/30/2017 C 2,385,624 ( 2 ) ( 2 ) Common Stock 4 ,771,248 ( 2 ) $ 0 ( 2 ) 0 I See Explanation of Responses Warrants to Purchase Common Stock ( 2 ) 09/30/2018 12/31/2018 Common Stock 4,055,709 ( 2 ) 4,055,709 ( 2 ) I See Explanation of Responses

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weichai America Corp. 3100 GOLF ROAD ROLLING MEADOWS, IL60008 X Weichai Power Co., Ltd. SECTION A 197, FU SHOU EAST STREET HIGH-TECH INDUSTRIAL DEV. ZONE WEIFANG, SHANDONG PROVINCE, F4261061 X Shandong Heavy Industry Group Co., Ltd. #40-1 YANZI SHAN WEST ROAD JINAN, SHANDONG PROVINCE, F4250014 X Signatures /s/ Huisheng Liu, Chairman, Weichai America Corp. 12/04/2017 Signature of Reporting Person Date /s/ Sun Shaojun, Executive President, Weichai Power Co., Ltd. 12/04/2017 Signature of Reporting Person Date /s/Jiang Kui, President, Shandong Heavy Industry Group Co., Ltd. 12/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is filed jointly by Weichai America Corp., Weichai Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. (collectively, the "Reporting Persons"). Weichai America Corp. is the direct owner of the Common Stock referenced in this report and shares the power to vote and the power to dispose of all of such shares of Common Stock with the other Reporting Persons. No individual has beneficial ownership over the Common Stock benefically owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 4 shall not deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )On November 30, 2017, the Issuer entered into a Securities Exchange Agreement with Weichai America Corp., pursuant to which (i) the 2,385,624 shares of Series B Preferred Stock (such shares of Series B Preferred Stock being convertible into two shares of Common Stock for each share of Series B Preferred Stock) held by Weichai America Corp. were exchanged for 4,771,248 shares of Common Stock and (ii) the 2018 Warrant was amended (the "Amended 2018 Warrant") to (a) provide that the Amended 2018 Warrant is exercisable for Common Stock without the requirement to obtain stockholder approval and is not exercisable for Series B Preferred Stock and (b) permit the Issuer to request the accelerated exercise of the Amended 2018 Warrant to the extent required to meet the funding needs of the Issuer. Other terms of the Amended 2018 Warrant as described in the Form 3 filed with the Securities and Exchange Commission by the Reporting Persons on April 10, 2017 remain the same.

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