Ownership Submission
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 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 *
Arrow, 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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2747 PARADISE ROAD, SUITE 3604
3. Date of Earliest Transaction (Month/Day/Year)
01/08/2016
(Street)

LAS VEGAS, NV 89109
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $.01 per share 01/08/2016   J(2)   46,047 A $ 0.1108 1,289,126 D  
Common Stock, par value $.01 per share 01/08/2016   J(1)   451,264 A $ 0.1108 1,289,126 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 A 10% Convertible Preferred Stock $ 0.4 01/08/2016   J(3)     20.4084   (4)   (4) Common Stock, par value $.01 per share 510,210 $ 10,000 0 D  
Series B 10% Convertible Preferred Stock $ 0.4 01/08/2016   J(3)     200   (5)   (5) Common Stock, par value $.01 per share 5,000,000 $ 10,000 0 D  
Series D-2 Convertible Preferred Stock $ 0.4 01/08/2016   J(3)   220.4084     (6)   (6) Common Stock, par value $.01 per share 5,510,210 $ 10,000 220.4084 D  
Series C Convertible Preferred Stock $ 0.2 01/08/2016   J(10)     155.795   (7)   (7) Common Stock, par value $.01 per share 7,789,726 $ 10,000 0 D  
Series D-3 Convertible Preferred Stock $ 0.2 01/08/2016   J(10)   155.795     (8)   (8) Common Stock, par value $.01 per share 7,789,726 $ 10,000 155.795 D  
Series D Convertible Preferred Stock $ 0.1 01/08/2016   P   15     (9)   (9) Common Stock, par value $.01 per share 15,000,000 $ 100,000 15 D  
Common Stock Warrants (Right to Buy) $ 0.1 01/08/2016   P   15,000,000   01/08/2016 01/08/2021(11) Common Stock, par value $.01 per share 15,000,000 $ 0.1 15,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Arrow, LLC
2747 PARADISE ROAD, SUITE 3604
LAS VEGAS, NV 89109
    X    

Signatures

 Matthew van Steenwyk, Director, on behalf of Arrow, LLC   01/12/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date.
(2) Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date.
(3) Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock.
(4) Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(5) Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(6) Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(7) Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(8) Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(9) Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
(10) Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock.
(11) If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026.

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