Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SMC Employees Partnership
 2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2015		 3. Issuer Name and Ticker or Trading Symbol
AMERICAN POWER GROUP Corp [APGI]
(Last)
(First)
(Middle)
C/O SPRING MOUNTAIN CAPITAL,, 65 EAST 55TH ST., 33RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 497,159
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
10% Convertible Preferred Stock   (1)   (1) Common Stock 1,633,333 $ 0.4 D  
Series C Convertible Preferred Stock 10/21/2015   (2) Common Stock 2,596,575 (2) $ 0.2 D  
Common Stock Warrants (right to buy) 10/31/2013 10/30/2017 Common Stock 1,225,000 $ 0.5 D  
Common Stock Warrants (right to buy) 03/28/2013 09/28/2018 Common Stock 408,333 $ 0.5 D  
Common Stock Warrants (right to buy) 10/21/2015 10/21/2020 Common Stock 2,596,575 (2) $ 0.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMC Employees Partnership
C/O SPRING MOUNTAIN CAPITAL,
65 EAST 55TH ST., 33RD FLOOR
NEW YORK, NY 10022		     X    

Signatures

/s/ Gregory P. Ho, Authorized Signatory, SMC EMPLOYEES PARTNERSHIP 11/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The 10% Convertible Preferred Stock is convertible into common stock at any time, at the holder's election, and has no expiration date.
(2) On October 21, 2015, upon the filing by the Issuer of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of Delaware, the Issuer's Subordinated Contingent Convertible Promissory Notes (the "Notes"), together with all accrued but unpaid interest thereon, automatically converted into 51.932 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a conversion price of $10,000 per share. Series C Preferred Stock has no expiration date and is convertible into common stock at the holder's election. Pursuant to the terms of the Notes, upon the conversion of the Notes and in addition to the delivery of Series C Preferred Stock, the Issuer delivered warrants to purchase 2,596,575 shares of common stock to the holders.

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