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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Right to receive common stock (1) | (4) | 11/29/2017 | P | 22,500 | (4) | (5) | Common Stock | 2,250 | (2) | 27,250 | I | Big Rock Partners Sponsor, LLC (3) | |||
Warrant (1) | $ 11.5 | 11/29/2017 | P | 11,250 | (6) | (7) | Common Stock | 11,250 | (2) | 136,250 | I | Big Rock Partners Sponsor, LLC (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ACKERMAN RICHARD C/O BIG ROCK PARTNERS ACQUISITION CORP. 2645 N. FEDERAL HIGHWAY, SUITE 230 DELRAY BEACH, FL 33483 |
X | X | President and CEO | |
Big Rock Partners Sponsor, LLC 2645 N. FEDERAL HIGHWAY SUITE 230 DELRAY BEACH, FL 33483 |
X |
/s/ Richard Ackerman | 12/04/2017 | |
**Signature of Reporting Person | Date | |
/s/ Richard Ackerman, Managing Partner | 12/04/2017 | |
**Signature of Reporting Person | Date |
* | 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) | Represents securities underlying units of the issuer. Each unit consists of one share of common stock, one right to receive one-tenth of one share of common stock upon the consummation of the issuer's initial business combination and one-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock. |
(2) | Represents securities purchased upon the exercise of the underwriters' over-allotment option in connection with the issuer's initial public offering. |
(3) | Mr. Ackerman is the issuer's President, Chairman and Chief Executive Officer and the managing member of Big Rock Partners Sponsor, LLC (the "Sponsor") and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly. Mr. Ackerman may be deemed to have beneficial ownership of such shares. |
(4) | Each right entitles the holder to receive one-tenth (1/10) of one share of common stock upon consummation of the issuer's initial business combination. |
(5) | If the issuer fails to consummate an initial business combination within 12 months (or up to 18 months from the closing of the issuer's initial public offering, if the issuer extends the period of time to consummate a business combination as described in its amended and restated certificate of incorporation), the issuer will be dissolved and the rights will expire worthless. |
(6) | Each whole warrant will become exercisable on the later of the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. |
(7) | Each warrant will expire on the fifth anniversary of the completion of the issuer's initial business combination, or earlier upon redemption or liquidation. |