Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
BRAVERMAN NEIL K
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

4454 WAYSIDE DR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2012
(Street)


NAPLES, FL 34119		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 05/01/2012 05/01/2012 A4 25,000 A $ 0.6 25,000 D  
Common Stock 06/30/2012 06/30/2012 J4(1) 24,869 A $ 0.7 24,869 I Member of Associated Private Equity, LLC (2)
10% Convertible Preferred Stock             105 I Member of Associated Private Equity, LLC (2)

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Options $ 0.6 05/01/2012 05/01/2012 A4 50,000     (3)   (3) Common Stock
50,000
$ 0.6 50,000
D
 
Common Stock Purchase Warrants $ 0.5             (4)   (4) Common Stock
2,625,000
  2,625,000
I
Member of Associated Private Equity, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRAVERMAN NEIL K
4454 WAYSIDE DR
NAPLES, FL 34119		   X      

Signatures

/s/ Charles E Coppa, attorney in fact 10/15/2012
**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) Associated Private Equity, LLC of which Mr. Braverman is a member received 24,869 shares of the Issuer's Common Stock as a payment-in-kind dividend on 105 shares of the Issuer's 10% Convertible Preferred Stock owned at the time of the dividend payment date. Mr. Braverman disclaims beneficial ownership of the reported securities except to the extend of his pecuniary interest therein.
(2) The reported securities are owned directly by Associated Private Equity, LLC, of which Mr. Braverman is a member. Mr Braverman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3) Options vest equally over a term 5 years from date of grant and have a term of 10 years from date of grant.
(4) Common Stock Purchase Warrants are exercisable 5 months after issuance and have a term of 65 months from date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.