Sec Form 4/A Filing - Spring Mountain Capital G.P., LLC @ AMERICAN POWER GROUP Corp - 2015-08-24

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 Spring Mountain Capital G.P., LLC 2. Issuer Name and Ticker or Trading Symbol AMERICAN POWER GROUP Corp [ APGI] 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) C/O SPRING MOUNTAIN CAPITAL, LP, 650 MADISON AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2015 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 08/27/2015 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

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 Common Stock Purchase Warrant $ 0.2 08/24/2015 A 1,500,000 ( 1 ) 08/24/2015 08/24/2019 Common Stock 1,500,000 ( 1 ) $ 0 1,500,000 ( 1 ) I See Footnotes ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Addres s Relationships Director 10% Owner Officer Other Spring Mountain Capital G.P., LLC C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X X Spring Mountain Capital, LLC C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X X Spring Mountain Capital, LP C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X X Steffens John C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X X Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X X Signatures SPRING MOUNTAIN CAPITAL G.P., LLC, By: /s/ Gregory P. Ho, Managing Member 09/04/2015 Signature of Reporting Person Date SPRING MOUNTAIN CAPITAL, LLC, By: /s/ Gregory P. Ho, Managing Member 09/04/2015 Signature of Reporting Person Date SPRING MOUNTAIN CAPITAL, LP, By: Spring Mountain Capital, LLC, General Partner, /s/ Gregory P. Ho, Managing Member 09/04/2015 Signature of Reporting Person Date /s/ John L. Steffens 09/04/2015 Signature of Reporting Person Date /s/ Gregory P. Ho 09/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 24, 2015, SMC Private Equity Holdings, LP ("SMC Holdings LP") acquired a Common Stock Purchase Warrant (the "Warrant") which is exercisable for up to 1,500,000 shares of the Issuer's common stock upon funding of a loan from SMC Holdings LP indirectly to the Issuer in the aggregate amount of $1,500,000.00 (the "Loan"). The Warrant vests with respect to SMC Holdings LP's right to exercise the Warrant into shares of the Issuer's common stock at a rate of 1 share of the Issuer's common stock per $1.00 of the Loan funded by SMC Holdings LP indirectly to the Issuer. ( 2 )SMC Private Equity Holdings G.P., LLC ("SMC Holdings GP") is the general partner of SMC Holdings LP. Spring Mountain Capital G.P., LLC ("Spring Mountain GP") is the managing member of SMC Holdings GP, and pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, it may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Holdings LP. Each of SMC Holdings GP and Spring Mountain GP disclaims beneficial ownership with respect to any such securities except to the extent of its pecuniary interest therein. Spring Mountain GP has the right to appoint two Directors of the Issuer and currently, Raymond Wong and Jamie Weston have been appointed by Spring Mountain GP as Directors of the Issuer. The reporting persons may be deemed to be Directors by deputization by reason of Mr. Wong and Mr. Weston, and any successor appointees, serving as Directors of the Issuer. ( 3 )Spring Mountain Capital, LP ("SMC LP") acts as investment manager to SMC Holdings LP. Spring Mountain Capital, LLC ("SMC LLC") is the general partner of SMC LP. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of SMC LP and SMC LLC may be deemed to be the beneficial owner of any securities reported herein that are beneficially owned by SMC Holdings LP. Each of SMC LP and SMC LLC disclaims beneficial ownership with respect to any such securities except to the extent of its pecuniary interest therein. ( 4 )Mr. John L. Steffens and Mr. Gregory P. Ho are managing members of Spring Mountain GP and SMC LLC, and thus are deemed to have voting and investment control of the Warrant. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Steffens and Mr. Ho may bedeemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by SMC Holdings LP, SMC Holdings GPand Spring Mountain GP. Each of Mr. Steffens and Mr. Ho disclaims beneficial ownership with respect to any such securities except to the extent of hispecuniary interest therein.

Remarks: This Form 4/A amends the Form 4 filed on 08/27/2015 to add SMC LP and SMC LLC as reporting persons, in accordance with footnote 3 above.

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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