March 23, 2015 - 4/A: Statement of changes in beneficial ownership of securities

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 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 ^*

Alterna Core Capital Assets Fund II, L.P.

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)

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2015

(Street)

WILTON, CT 06987

4. If Amendment, Date Original Filed(Month/Day/Year)
03/18/2015

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

12% Senior Secured Convertible Note

$ 1 ⁽¹⁾

03/16/2015

J⁽¹⁾

$ 3,000,000 ⁽¹⁾

⁽¹⁾

Common Stock

$ 3,000,000 ⁽¹⁾

⁽¹⁾

15,709,134 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

I ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

By AC Midwest Energy LLC ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

12% Senior Secured Convertible Note

$ 0.50 ⁽¹⁾ ⁽²⁾

03/16/2015

J⁽¹⁾⁽³⁾⁽⁴⁾

$ 8,356 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾

⁽⁵⁾

⁽⁶⁾

Common Stock

$ 8,356 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

15,709,134 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

I ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

By AC Midwest Energy LLC ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

Warrant to Purchase Common Stock

$ 0.50 ⁽¹⁾ ⁽²⁾

03/16/2015

J⁽¹⁾⁽²⁾

$ 6,250,000 ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

⁽⁵⁾

08/14/2019

Common Stock

$ 6,250,000 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

12,500,000 ⁽¹⁾ ⁽²⁾

I ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

By AC Midwest Energy LLC ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

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, CT 06987		X
Alterna Capital Partners LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
Alterna General Partner II LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
AC Midwest Energy LLC C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
Toll Harry V. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
Press Eric M. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
Goldin Earle C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X
FURNIVALL JAMES C C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 230 WILTON, CT 06897		X
Miller Roger P. C/O ALTERNA CAPITAL PARTNERS LLC 15 RIVER ROAD, SUITE 320 WILTON, CT 06897		X

Signatures

Richard Bertkau, Attorney-In-Fact		03/23/2015
^**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)	On August 14, 2014, the Issuer, the Issuer's wholly-owned subsidiary and AC Midwest Energy LLC ("AC Midwest") entered into a series of agreements, including a certain Financing Agreement (the "Financing Agreement"), pursuant to the terms of which AC Midwest purchased from the Issuer a 12% senior secured convertible note in the aggregate principal amount of $10 million (the "Note") and a five year warrant (the "Warrant") to purchase up to an additional 12,500,000 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). On March 16, 2015, the above-referenced parties entered into a series of amendments related to the Financing Agreement, Note and Warrant (collectively, the "Amendments"), pursuant to which the Issuer made a $3 million payment toward the principal balance of the Note.
(2)	Also pursuant to the Amendments, the conversion price of the Note and exercise price of the Warrant has been adjusted from $1.00 to $0.50 per share of Common Stock (the "Adjusted Price"). Each of the Note and Warrant remain subject to weighted average anti-dilution protection (except with respect to certain excluded issuances). The Warrant also remains 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.
(3)	Interest on the Note is payable in kind for the first year (calculated from the original issuance date) (the "PIK Interest"), 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. As of March 16, 2015, following the Issuer's $3 million payment of principal, the outstanding principal balance of the Note together with all accrued interest thereon was $7,735,826. An additional $118,741 in interest will accrue and become payable through May 15, 2015.
(4)	Reflects the difference between (i) PIK Interest on the Note that would have accrued and become payable through April 29, 2015, as previously reported by the reporting persons on a Form 4 filed on March 2, 2015, and (ii) PIK Interest on the Note that will accrue and become payable through May 15, 2015.
(5)	Immediately exercisable.
(6)	The maturity date of 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, Financing Agreement or Amendments.
(7)	Reflects the number of additional shares of Common Stock issuable upon exercise of the Warrant as a result of the Adjusted Price.
(8)	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, 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. Fund II owns all of the outstanding equity interests of AC Midwest and may be deemed to beneficially own securities held by AC Midwest.
(9)	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.
(10)	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 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.
Remarks: This amendment is being filed to correct a drafting error with respect to the amount and number of shares underlying the Warrant.

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