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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, 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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| 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 | ||||||||
| Warrants | $ 12.5 | 11/24/2015 | P | 2,500 | (5) | (6) | Common Stock | 2,500 (7) | $ 10 | 63,750 | I | See footnote (1) | |||
| Right | (8) | 11/24/2015 | P | 500 | (9) | (10) | Common Stock | 500 (7) | $ 10 | 12,750 | I | See footnote (1) | |||
| Warrants | $ 12.5 | 01/08/2018 | J | 63,750 | (5) | (6) | Common Stock | 63,750 | (4) | 0 (11) | I | See footnote (1) | |||
| Right | (8) | (9) | (10) | Common Stock | 12,750 | 12,750 (11) | I | See footnote (1) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HECKTMAN JEFFREY BRUCE 5 REVERE DRIVE, SUITE 2056 NORTHBROOK,, IL 60062 |
X | X | ||
| /s/ Jeffrey Bruce Hecktman | 02/26/2018 | |
| **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 the shares of common stock beneficially owned by Hilco Merchant Resources, LLC ("Hilco"), of which the Reporting Person has sole voting and investment power. |
| (2) | Represents sponsor insider shares acquired by Hilco in connection with the initial public offering of the Issuer and 15,650 insider shares acquired pursuant to a private purchase on November 24, 2015 (the "2015 Purchase"). |
| (3) | Represents the shares of common stock underlying the 127,500 Units of the Issuer that Hilco owns pursuant to the initial public offering and the 2015 Purchase. Each unit ("Unit") consists of one share of common stock, one right ("Right") to automatically receive one-tenth of one share of common stock upon consummation of the Issuer's initial business combination and one warrant ("Warrant") for the purchase of one-half of one share of common stock at a price of $12.50 per full share. |
| (4) | In connection with the transfer of shares of common stock and warrants of the Issuer, pursuant to an agreement, dated January 3, 2018 (the "Agreement"), between the Issuer, the purchasers party thereto (the "Purchasers"), Hilco and other sellers party thereto, the Purchasers agreed that they would cause to be paid certain obligations of the Issuer in the amount of approximately $2,213,229.11. |
| (5) | Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus. |
| (6) | 3 years after completion of initial business combination. |
| (7) | Represents the shares of common stock underlying the 5,000 Units of the Issuer that Reporting Person acquired pursuant to the 2015 Purchase. Each Unit consists of one share of common stock, one Right, and one Warrant. |
| (8) | N/A |
| (9) | Each Right entitles the holder to automatically receive one-tenth (1/10) of one share of the Issuer's common stock upon consummation of the Issuer's initial business combination. |
| (10) | If the Issuer fails to consummate an initial business combination by June 30, 2018 (unless the date to consummate e a business combination is extended), the Issuer will be dissolved and the Rights will expire worthless. |
| (11) | Represents the shares of common stock underlying the 127,500 Units of the Issuer that Hilco owns pursuant to the initial public offering and the 2015 Purchase. Each Unit consists of one share of common stock and one Right. The related Warrant was transferred to the Purchasers pursuant to the transactions contemplated by the Agreement. |
| Remarks: Pursuant to the Agreement, the Reporting Person resigned as a director of the Issuer on January 4, 2018, and thereafter was no longer a Reporting Person in his individual capacity. Certain of the shares beneficially owned or deemed to be beneficially owned by the Reporting Person were disposed of on January 8, 2018. | |