Sec Form 4/A Filing - Meghji Mohsin Y @ Infrastructure & Energy Alternatives, Inc. - 2018-03-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Meghji Mohsin Y
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)
130 WEST 42ND STREET, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2018
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
03/28/2018
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 ) 524,362 D 3,253,116 I ( 2 ) By M III Sponsor I LLC
Common Stock 03/26/2018 J( 3 ) 217,256 D 3,035,860 I ( 2 ) By M III Sponsor I LLC
Common Stock 03/26/2018 J( 4 ) 1,635,368 D 1,400,492 I ( 2 ) By M III Sponsor I LLC
Common Stock 03/26/2018 J( 1 ) 39,291 D 233,231 I ( 2 ) By M III Sponsor I LP
Common Stock 03/26/2018 J( 5 ) 233,231 D 0 I ( 2 ) By M III Sponsor I LP
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 to purchase 1/2 shares of Common Stock $ 5.75 03/26/2018 J( 6 ) 100,000 04/26/2018 03/26/2023 Common Stock 50,000 ( 7 ) 190,000 I ( 2 ) By M III Sponsor I LLC
Warrants to purchase 1/2 shares of Common Stock $ 5.75 03/26/2018 J( 5 ) 50,000 04/26/2018 03/26/2023 Common Stock 25,000 ( 7 ) 0 I ( 2 ) By M III Sponsor I LP
Warrants to purchase 1/2 shares of Common Stock $ 5.75 04/26/2018 03/26/2023 Common Stock 676,901 1,353,803 D ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meghji Mohsin Y
130 WEST 42ND STREET, 17TH FLOOR
NEW YORK, NY10036
X X
M III Sponsor I LLC
130 WEST 42ND STREET, 17TH FLOOR
NEW YORK, NY10036
X X
M III Acquisition Partners I LLC
130 WEST 42ND STREET, 17TH FLOOR
NEW YORK, NY10036
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 06/07/2018
Signature of Reporting Person Date
/s/ Mohsin Y. Meghji 06/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the initial business combination (the "Business Combination") of Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.) (the "Company"), M III Sponsor I LLC ("Sponsor LLC") and M III Sponsor I LP ("Sponsor LP") forfeited shares of the Company's common stock, par value $0.0001 ("Common Stock") and warrants of the Company that are exerciseable for Common Stock to the Company pursuant to the (i) the Forfeiture Agreement, dated as of March 7, 2018, by and among the Company, Sponsor LP and Sponsor 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 LLC and Sponsor LP.
( 2 )On March 26, 2018, the Company completed the Business Combination and changed its name to Infrastructure and Energy Alternatives, Inc. Mr. Mohsin Y. Meghji was, at the time of the reported transactions, the sole shareholder of M III Acquisition Partners I Corp. and M III Acquisition Partners I Corp. was, at the time of the reported transaction, the general partner of Sponsor LP. Mr. Meghji also was at the time of the reported transaction and continues to be the sole managing member of M III Acquisition Partners I LLC, which is the sole managing member of Sponsor LLC. Mr. Meghji had sole voting and dispositive control over securities held by Sponsor LLC and Sponsor LP at the time of the reported transaction, and therefore may have been deemed to share beneficial ownership of the securities held by Sponsor LLC and Sponsor LP. Mr. Meghji disclaims beneficial ownership over any securities reported herein in which he does not have any pecuniary interest.
( 3 )In connection with the closing of the Business Combination, Sponsor LLC transferred shares to third parties pursuant to various commitment agreements entered into by and among Sponsor LLC, Sponsor LP and such third parties.
( 4 )Pro rata distribution, not for value, of Common Stock held by Sponsor LLC to certain of of its members.
( 5 )On March 26, 2018, Mr. Meghji transferred the stock of the general partner of Sponsor LP to an affiliate of the limited partner of Sponsor LP and ceased to have beneficial ownership over any securities held by Sponsor LP. As a result of such transfer, Mr. Meghji has ceased to have beneficial ownership with respect to any shares of Common Stock or Warrants owned by Sponsor LP. Mr. Meghji will file any future reports solely in his capacity as a director of the Company.
( 6 )Pro rata distribution, not for value, of warrants of the Company held by Sponsor LLC to certain of of its members.
( 7 )Each warrant became exercisable to purchase one half share of common stock at an exercise price of $5.75 on April 25, 2018 and continues to be exercisable until expiry on March 26, 2023.
( 8 )Represents public warrants held directly by Mr. Meghji.

Remarks:
This report on Form 4/A supersedes, replaces and restates in its entirety (i) the Form 4 filed by Sponsor LP and M III Acquisition Partners I Corp. on March 28, 2018, (ii) the Form 4 filed by Mr. Meghji, Sponsor LLC and M III Acquisition Partners I LLC on March 28, 2018, (iii) the Form 4 filed by Mr. Meghji on March 29, 2018 and (iv) the Form 4 filed by Mr. Meghji on April 6, 2018. As a result of the transactions described herein, Sponsor LLC has ceased to beneficially own more than 10% of the outstanding Common Stock.

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