SEC FORM 4
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Alterna Core Capital Assets Fund II, L.P.

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Midwest Energy Emissions Corp. [ MEEC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2022
4. 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 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
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 Securities Underlying Derivative Security (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: 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
Call Option (obligation to sell) $0.5 10/28/2022 S 11,700,000 10/28/2022 (1) Common Stock 11,700,000 $0 11,700,000 I By AC Midwest Energy LLC(2)(3)(4)
1. Name and Address of Reporting Person*
Alterna Core Capital Assets Fund II, L.P.

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alterna Capital Partners LLC

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alterna General Partner II LLC

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AC Midwest Energy LLC

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Press Eric M.

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goldin Earle

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller Roger P.

(Last) (First) (Middle)
C/O ALTERNA CAPITAL PARTNERS LLC
10 CORPORATE DRIVE, SUITE 2204

(Street)
BEDFORD NH 03110

(City) (State) (Zip)
Explanation of Responses:
1. On October 28, 2022, the Issuer and AC Midwest LLC ("AC Midwest") entered into a Repurchase Option Agreement pursuant to which AC Midwest granted the Issuer a call option (the "Call Option") to repurchase up to 11,700,000 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a repurchase price of $0.50 per share. The Call Option is exercisable through the earlier of (i) the date on which AC Midwest no longer holds in excess of 5% of the Company's issued and outstanding shares of Common Stock, and (ii) August 25, 2025.
2. 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, 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. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
3. 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.
4. Each of Messrs. Press, Miller and Goldin, by virtue of their role as managing partners of Alterna, may be deemed to have 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.
Earle Goldin 10/28/2022
** Signature of Reporting Person Date
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