Edgar Filing: Midwest Energy Emissions Corp.

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 ^*

Â Alterna Core Capital Assets Fund II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2014

3. Issuer Name and Ticker or Trading Symbol
Midwest Energy Emissions Corp. [MEEC]

(Last)

(First)

(Middle)

C/O ALTERNA CAPITAL PARTNERS LLC,Â 15 RIVER ROAD, SUITE 320

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)

WILTON,,Â CTÂ 06897

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)

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)
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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
12% Senior Secured Convertible Note	08/14/2014	Â ⁽¹⁾	Common Stock	10,160,600 ⁽²⁾	$ 1 ⁽³⁾	I ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	By AC Midwest Energy LLC ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock Purchase Warrant	08/14/2014	08/14/2019	Common Stock	12,500,000	$ 1 ⁽³⁾ ⁽⁴⁾	I ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	By AC Midwest Energy LLC ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alterna Core Capital Assets Fund II, L.P. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON,,Â CTÂ 06897	Â	Â X	Â	Â

Signatures

/s/ Earle Goldin		08/25/2014
^**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 maturity date of the 12% Senior Secured Convertible Note (the "Note") is the earlier of: (i) July 31, 2018, or (ii) the date on which the unpaid balance of the Note becomes due and payable pursuant to the terms of the Note or of that certain Financing Agreement, dated as of August 14, 2014, by and among AC Midwest Energy LLC ("AC Midwest"), the Issuer and the Issuer's wholly-owned subsidiary, and pursuant to the terms of which AC Midwest acquired the Note.
(2)	Interest on the Note is payable in kind for the first year, at a rate of 2% in cash and 10% in kind for the second year and thereafter entirely in cash. Interest is calculated on the basis of a 360-day year and actual days elapsed, and it accrues or is payable, as applicable, monthly in arrears on or before the last day of each calendar month.
(3)	Subject to automatic adjustment, to $0.75 per share, if the Issuer's EBITDA for the twelve-month period ended December 31, 2015 is less than $2,500,000, and further subject to weighted average anti-dilution protection (except with respect to certain excluded issuances).
(4)	Subject to percentage based anti-dilution protection, requiring that the aggregate number of shares of common stock purchasable upon initial exercise of the Warrant not be less than an amount equal to 15% of the Issuer's then outstanding shares of capital stock on a fully diluted basis.
(5)	This statement is jointly filed by and on behalf of each of Alterna Core Capital Assets Fund II, L.P. ("Fund II"), Alterna Capital Partners LLC ("Alterna"), Alterna General Partner II LLC ("Fund II General Partner"), AC Midwest Entity Corp. ("AC Midwest Corp."), AC Midwest, Harry V. Toll, James C. Furnivall, Eric M. Press, Roger P. Miller and Earle Goldin. AC Midwest is the record and direct beneficial owner of the securities covered by this statement. AC Midwest Corp., together with Fund II, owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II owns all of the outstanding equity interests of AC Midwest Corp., and, together with AC Midwest Corp., owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
(6)	Alterna, in its capacity as investment adviser to Fund II, has the ability to direct the investment decisions of the Fund II, including the power to vote and dispose of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest. Fund II General Partner, in its capacity as the general partner of Fund II, has the ability to direct the management of Fund II's business, including the power to direct the decisions of Fund II regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
(7)	Each of Messrs. Toll, Furnivall, Press and Miller, by virtue of their role as managing members of Alterna, and Mr. Goldin, by virtue of his role as a member of Alterna, may be deemed to have the shared power regarding the vote and disposition of securities held by AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
Â Remarks: 24.1* LimitedÂ PowerÂ ofÂ AttorneyÂ forÂ SectionÂ 13Â andÂ SectionÂ 16Â Reporting. *FiledÂ herewith.

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