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 *
JENSEN LYLE
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
C/O AMERICAN POWER GROUP, 7 KIMBALL LANE, BLDG A
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2016
(Street)

LYNNFIELD, MA 01824
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               760,747 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
Common Stock Purchase Option (1) 04/21/2016 04/21/2016 J     500,000   (1) 04/21/2016 Common Stock 500,000 $ 0.28 590,000 D  
Common Stock Purchase Options (2) 04/25/2016(2) 04/25/2016(2) J     590,000 (2)   (2)   (2) Common Stock 590,000 (2) 0 D  
Common Stock Purchase Options $ 0.1 04/25/2016 04/25/2016 A   900,000   04/25/2016 04/25/2026 Common Stock 900,000 $ 0.1 900,000 D  
Common Stock Purchase Options $ 0.1 04/25/2016 04/25/2016 A   2,100,000     (3)   (3) Common Stock 2,100,000 $ 0.1 3,000,000 D  
Common Stock Purchase Options $ 0.1 04/25/2016 04/25/2016 A   3,000,000     (4)   (4) Common Stock 3,000,000 $ 0.1 6,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JENSEN LYLE
C/O AMERICAN POWER GROUP
7 KIMBALL LANE, BLDG A
LYNNFIELD, MA 01824
  X     CEO and President  

Signatures

 /s/Charles E Coppa, attorney in fact   04/29/2016
**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) Option to purchase 500,000 shares of common stock at an exercise price of $.28 which vested equally over a 5 year term from date of grant and had a 10 year term expired unexercised.
(2) Options to purchase 200,000 shares of common stock at prices ranging from $.33 to $.33 which vested equally over a 5 year term from date of grant and had a term of 10 years from date of grant were terminated by the company. Options to purchase 390,000 shares of common stock at prices ranging from $.23 to $.80 and which vested immediately on date of grant and had a 10 year term from date of grant were terminated by the company.
(3) The options vest equally over a period of 5 years from date of grant and have a 10 year term from date of grant.
(4) The options are exercisable in annual increments of 750,000 commencing in 2017 and ending in 2020 based on achievement of pre-determined performance goals set by the company's Board of Directors. The options have a 10 year term from date of grant.

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