Sec Form 4 Filing - M III Sponsor I LLC @ Infrastructure & Energy Alternatives, Inc. - 2018-03-26

Insider filing report for Changes in Beneficial Ownership
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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
M III Sponsor I LLC
2. Issuer Name and Ticker or Trading Symbol
Infrastructure & Energy Alternatives, Inc. [ IEA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3 COLUMBUS CIRCLE, 15TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2018
(Street)
NEW YORK, NY10019
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 03/26/2018 J( 1 ) 529,845 D 3,247,630 I See footnote ( 2 )
Common Stock 03/26/2018 J( 3 ) 204,225 D 3,043,405 I See footnote ( 2 )
Common Stock 03/26/2018 J( 4 ) 1,852,624 D 1,190,781 I See footnotes ( 2 ) ( 4 )
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
Warrants $ 11.5 03/26/2018 J( 5 ) 100,000 ( 5 ) ( 5 ) Common Stock 50,000 ( 5 ) 190,000 I See footnote ( 2 )
Warrants $ 11.5 ( 6 ) ( 6 ) Common Stock 676,901 1,353,803 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
M III Sponsor I LLC
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY10019
X X
Meghji Mohsin Y
C/O M III ACQUISITION CORP.
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY10019
X X
M III Acquisition Partners I LLC
C/O M III ACQUISITION CORP.
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY10019
X X
Signatures
/s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, on its own behalf and as the Sole Managing Member of M III Sponsor I LLC 03/28/2018
Signature of Reporting Person Date
/s/ Mohsin Y. Meghji 03/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock ("Common Stock") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company") forfeited by M III Sponsor I LLC ("Sponsor I LLC") as contemplated in connection with the (i) the Forfeiture Agreement, dated as of March 7, 2018, by and among the Company, M III Sponsor I LP ("Sponsor I LP") and Sponsor I LLC and (ii) the Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among the Company, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., Sponsor I LLC and Sponsor I LP (the "merger parties").
( 2 )Mohsin Y. Meghji is the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of M III Sponsor I LLC. Mr. Meghji has sole voting and dispositive control over the shares held by the Sponsor I LLC, and prior to the disposition referred to in footnote 5, over the shares held by Sponsor I LP and may be deemed the beneficial owner of such shares. Mr. Meghji disclaims beneficial ownership over any securities owned by Sponsor I LLC in which he does not have any pecuniary interest.
( 3 )Represents shares of Common Stock transferred by M III Sponsor I LLC pursuant to various commitment agreements entered into by and among Sponsor I LLC, Sponsor I LP, and third parties in consideration of commitments to purchase shares of Common Stock and not redeem such shares.
( 4 )Represents the pro rata distribution of Common Stock held by Sponsor I LLC to certain of of its members.
( 5 )Represents the pro rata distribution of warrants held by Sponsor I LLC to certain of its members.
( 6 )Represents public warrants held directly by Mr. Meghji.

Remarks:
As a result of the transactions described herein, Sponsor I LLC has ceased to beneficially own more than 10% of the outstanding Common Stock. In addition, Mr. Meghji transferred the stock of M III Acquisition Partners I Corp., the general partner of Sponsor I LP, to its sole limited partner. As a result of such transfer, Mr. Meghji has ceased to have beneficial ownership with respect to any shares of Common Stock owned by Sponsor I LP. Mr. Meghji will file any future reports solely in his capacity as a director of the Company.

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