SEC Filing – Power Solutions International, Inc.

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Weichai America Corp.

(Last)

(First)

(Middle)

3100 GOLF ROAD

(Street)

ROLLING MEADOWS

60008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2017

3. Issuer Name and Ticker or Trading Symbol
POWER SOLUTIONS INTERNATIONAL, INC. [ PSIX ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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, PAR VALUE $0.001 PER SHARE	2,728,752	I⁽¹⁾⁽²⁾	See Explanation of Responses⁽¹⁾⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	COMMON STOCK	2,385,624⁽³⁾⁽⁴⁾⁽⁵⁾	8⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	See Explanation of Responses⁽¹⁾⁽²⁾
WARRANTS TO PURCHASE COMMON STOCK⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	09/30/2018⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	12/31/2018⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	COMMON STOCK	4,055,709⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	I⁽¹⁾⁽²⁾	See Explanation of Responses⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Weichai America Corp.

(Last)

(First)

(Middle)

3100 GOLF ROAD

(Street)

ROLLING MEADOWS

60008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Weichai Power Co., Ltd.

(Last)

(First)

(Middle)

SECTION A 197, FU SHOU EAST STREET,

HIGH-TECH INDUSTRIAL DEV. ZONE

(Street)

WEIFANG, SHANDONG PROVINCE

261061

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shandong Heavy Industry Group Co., Ltd.

(Last)

(First)

(Middle)

#40-1 YANZI SHAN WEST ROAD

(Street)

JINING, SHANDONG PROVINCE

250014

(City)

(State)

(Zip)

Explanation of Responses:

1. This report is filed jointly by Weichai America Corp., Weichai Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. (collectively, the "Reporting Persons"). Weichai America Corp. is the direct owner of 2,728,752 shares of Common Stock of the Issuer, 2,385,624 shares of Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, of the Issuer ("Series B Preferred Stock") and warrants to purchase additional shares of Common Stock of the Issuer, and shares the power to vote and the power to dispose of all of such shares of Common Stock and Series B Preferred Stock with Weichai Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. No individual has beneficial ownership over the Common Stock or Series B Preferred Stock beneficially owned by the Reporting Persons.

2. (Continued from footnote 1) Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. This Form 3 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. On March 31, 2017 (the "Closing Date"), pursuant to a Share Purchase Agreement dated March 20, 2017 by and between the Issuer and Weichai America Corp. (the "Purchase Agreement"), the Issuer issued to Weichai America Corp. (i) 2,728,752 shares of Common Stock for an aggregate purchase price of $21,830,016, or $8.00 per share of Common Stock, (ii) 2,385,624 shares of Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, of the Issuer for an aggregate purchase price of $38,169,984, or $16.00 per share of Series B Preferred Stock, and (iii) a stock purchase warrant exercisable for 4,055,709 shares of Common Stock, or such number of additional shares of Common Stock such that upon exercise Weichai America Corp. holds an aggregate number of shares of Common Stock equal to 51% of the Common Stock outstanding (the "2018 Warrant").

4. (Continued from footnote 3) The Series B Preferred Stock will convert automatically into shares of Common Stock upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series B Preferred Stock for purposes of Nasdaq Listing Rule 5635, but are not otherwise convertible into shares of Common Stock, and Series B Preferred Stock does not entitle the holder thereof to exercise any voting rights with respect to the underlying shares of Common Stock issuable upon conversion.

5. (Continued from footnote 4) Under the Certificate of Designation of Series B Preferred Stock of the Issuer, upon the Issuer's stockholders approving the proposals to issue Common Stock upon conversion of the Series B Preferred Stock for purposes of Rule 312 of Nasdaq Listing Rule 5635, the 2,385,624 shares of Series B Preferred Stock of the Issuer acquired by Weichai America Corp. pursuant Purchase Agreement will automatically convert into 4,771,248 shares of Common Stock of the Issuer (reflecting an as converted price of $8.00 per share of Common Stock), subject to adjustment.

6. The 2018 Warrant is exercisable for the sum of (a) 4,055,709 shares of Common Stock, and (b) any additional shares of Common Stock so that after the full and complete exercise of the 2018 Warrant (including the aggregate number of shares of Common Stock previously issued from time to time as a result of any partial exercise of the 2018 Warrant), Weichai America Corp., together with all of its affiliates and all persons to which it or its affiliates have transferred any shares of Common Stock or Series B Preferred Stock acquired under the Purchase Agreement, hold an aggregate number of shares of Common Stock (assuming the conversion of Series B Preferred Stock into Common Stock as of such time of such exercise) equal to 51% of the Common Stock deemed outstanding on the date of final exercise of the 2018 Warrant in full, subject to adjustment.

7. (Continued from footnote 6) The 2018 Warrant will become exercisable for a three-month period commencing upon the 18 month anniversary of the Closing Date, provided, however, that the 2018 Warrant may become exercisable prior to such date to the extent that the Issuer is in default under certain of its debt obligations and the Issuer's lenders accelerate such obligations.

8. (Continued from footnote 7) The 2018 Warrant will be exercisable at a price per share of Common Stock equal to 85% of the volume weighted average price of the Common Stock ("VWAP") during the 20 consecutive trading day period preceding the date of exercise, or 50% of such preceding VWAP price if the Issuer is delisted from Nasdaq as of the 18 month anniversary of the Closing Date (and if the 2018 Warrant is exercised prior to such date, the exercise price shall be appropriately adjusted depending on whether the Issuer is or is not delisted from Nasdaq on such date).

9. (Continued from footnote 8) The 2018 Warrant exercise price is subject to further reduction pursuant to a formula that provides for such adjustment in case the Issuer's 2017 adjusted EBITDA is less than $22,000,000 or its net book value per share as of December 31, 2016 is less than $8.00 (in each case as determined from the Issuer's audited financial statements for such fiscal years), provided that the aggregate amount of such downward adjustments in the 2018 Warrant exercise price shall not exceed $15,000,000.

10. (Continued from footnote 9) If the Issuer's stockholders have not approved the proposals to issue Common Stock upon conversion of the Series B Preferred Stock for purposes of Rule 312 of Nasdaq Listing Rule 5635prior to the exercise of the 2018 Warrant, the 2018 Warrant shall be exercisable for a number of shares of Series B Preferred Stock (instead of Common Stock) which are convertible into the number of shares of Common Stock for which the 2018 Warrant would otherwise be exercisable.

Remarks:

	/s/ Huisheng Liu, Chairman, Weichchai America Corp.	04/07/2017
	/s/ Sun Shaojun, Executive President, Weichai Power Co., Ltd.	04/07/2017
	/s/ Jiang Kui, President, Shandong Heavy Industry Group	04/07/2017
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                             Joint Filer Information

Name of Joint Filer:                            Weichai America Corp.
Address of Joint Filer:                         3100 Golf Road, Rolling Meadows,
                                                IL 60008
Relationship of Joint Filer
to Issuer:                                      10% Owner(1)
Issuer Name and Ticker or
Trading Symbol:                                 Power Solutions International,
                                                Inc. [PSIX]
Date of Event Requiring Statement
(Month/Day/Year):                               March 31, 2017
Designated Filer:                               Weichai America Corp.

Signature:

Weichai America Corp.
By: /s/ Huisheng Liu
    -----------------------
Name: Huisheng Liu
Title: Chairman
Date: April 7, 2017

(1) Directly owned by Weichai America Corp. and indirectly owned by Weichai
Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. Weichai America
Corp. is a wholly-owned subsidiary of Weichai Power Co., Ltd. Weichai Power Co.,
Ltd. is controlled by Shandong Heavy Industry Group Co., Ltd. Shandong Heavy
Industry Group Co., Ltd. holds less than 20% of the shares in Weichai Power but
is able to exercise influence over Weichai Power Co., Ltd. by virtue of its
status as the largest shareholder of Weichai Power Co., Ltd. and its ability to
nominate and appoint a majority of the directors on Weichai Power Co., Ltd.'s
board of directors.


                             Joint Filer Information

Name of Joint Filer:                            Weichai Power Co., Ltd.
Address of Joint Filer:                         Section A 197, Fu Shou East
                                                Street, High Technology
                                                Industrial Development Zone,
                                                Weifang, Shandong Province,
                                                The People's Republic of China,
                                                261061
Relationship of Joint Filer
to Issuer:                                      10% Owner(1)
Issuer Name and Ticker or
Trading Symbol:                                 Power Solutions International,
                                                Inc. [PSIX]
Date of Event Requiring Statement
(Month/Day/Year):                               March 31, 2017
Designated Filer:                               Weichai America Corp.

Signature:

Weichai Power Co., Ltd.
By: /s/ Sun Shaojun
    -----------------------
Name: Sun Shaojun
Title: Executive President
Date: April 7, 2017

(1) Directly owned by Weichai America Corp. and indirectly owned by Weichai
Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. Weichai America
Corp. is a wholly-owned subsidiary of Weichai Power Co., Ltd. Weichai Power Co.,
Ltd. is controlled by Shandong Heavy Industry Group Co., Ltd. Shandong Heavy
Industry Group Co., Ltd. holds less than 20% of the shares in Weichai Power but
is able to exercise influence over Weichai Power Co., Ltd. by virtue of its
status as the largest shareholder of Weichai Power Co., Ltd. and its ability to
nominate and appoint a majority of the directors on Weichai Power Co., Ltd.'s
board of directors.


                             Joint Filer Information

Name of Joint Filer:                            Shandong Heavy Industry Group
Address of Joint Filer:                         Co., Ltd.
                                                #40-1 Yanzi Shan West
                                                Road Jinan, Shandong Province
                                                The People's Republic of China,
                                                250014
Relationship of Joint Filer
to Issuer:                                      10% Owner(1)
Issuer Name and Ticker or
Trading Symbol:                                 Power Solutions International,
                                                Inc. [PSIX]
Date of Event Requiring Statement
(Month/Day/Year):                               March 31, 2017
Designated Filer:                               Weichai America Corp.

Signature:

Shandong Heavy Industry Group Co., Ltd.
By: /s/ Jiang Kui
    -----------------------
Name: Jiang Kui
Title: President
Date: April 7, 2017

(1) Directly owned by Weichai America Corp. and indirectly owned by Weichai
Power Co., Ltd. and Shandong Heavy Industry Group Co., Ltd. Weichai America
Corp. is a wholly-owned subsidiary of Weichai Power Co., Ltd. Weichai Power Co.,
Ltd. is controlled by Shandong Heavy Industry Group Co., Ltd. Shandong Heavy
Industry Group Co., Ltd. holds less than 20% of the shares in Weichai Power but
is able to exercise influence over Weichai Power Co., Ltd. by virtue of its
status as the largest shareholder of Weichai Power Co., Ltd. and its ability to
nominate and appoint a majority of the directors on Weichai Power Co., Ltd.'s
board of directors.