SEC Form 4 · accession 0001615774-18-001360
BARINGTON/HILCO ACQUISITION CORP. · BHAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Mitarotonda
Director · 10% Owner
Period of report
Jan 8, 2018
Accepted (ET)
Feb 21, 2018 · 9:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001622175
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 8, 2018 | J | 490,508 | — | D | 0 | I | See footnote |
| Common StockF3,F4 | holding | — | — | — | 122,500 | I | See footnote | |
| Common Stock | holding | — | — | — | 7,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F3,F5,F6,F7 | $12.50 | Jan 8, 2018 | J | 61,250 | D | — | — | Common Stock | 61,250 | 0 | I |
| RightF3,F8,F9,F10,F7 | — | holding | — | — | — | — | — | Common Stock | 12,250 | 12,250 | I |
Explanation of responses
- F1In 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"), Barington Companies Advisors, LLC ("BCA") 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.
- F10If the Issuer fails to consummate an initial business combination by June 30, 2018 (unless the date to consummate a business combination is extended), the Issuer will be dissolved and the Rights will expire worthless.
- F2Represents the shares of common stock beneficially owned by BCA.
- F3The Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of BCA. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F4Represents the shares of common stock underlying the 122,500 Units of the Issuer that BCA committed to purchase prior to the effective date of the registration statement relating to the Issuer's initial public offering. 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.
- F5Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus.
- F63 years after completion of initial business combination.
- F7Represents the shares of common stock underlying the 122,500 Units of the Issuer that BCA committed to purchase prior to the effective date of the registration statement relating to the Issuer's initial public offering. 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.
- F8N/A
- F9Each 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.
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.