SEC Form 4 · accession 0001615774-18-001364
BARINGTON/HILCO ACQUISITION CORP. · BHAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jared L. Landaw
Officer — Secretary · Director
Period of report
Nov 24, 2015
Accepted (ET)
Feb 21, 2018 · 9:39 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 | Nov 24, 2015 | P | 4,695 | $0.02 | A | 11,195 | D | |
| Common StockF2 | Nov 24, 2015 | P | 1,500 | $10.00 | A | 1,500 | D | |
| Common StockF3 | Jan 8, 2018 | J | 4,695 | — | D | 6,500 | D | |
| Common StockF4 | holding | — | — | — | 1,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF5,F6,F2 | $12.50 | Nov 24, 2015 | P | 750 | A | — | — | Common Stock | 750 | 750 | D |
| RightF7,F8,F9,F2 | — | Nov 24, 2015 | P | 150 | A | — | — | Common Stock | 150 | 150 | D |
| WarrantsF3,F5,F6,F4 | $12.50 | Jan 8, 2018 | J | 750 | D | — | — | Common Stock | 750 | 0 | D |
| RightF7,F8,F9,F4 | — | holding | — | — | — | — | — | Common Stock | 150 | 150 | D |
Explanation of responses
- F14,695 insider shares were acquired pursuant to a private purchase on November 24, 2015 (the "2015 Purchase").
- F2Represents the shares of common stock underlying the 1,500 Units of the Issuer that the Reporting Person acquired pursuant to 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.
- F3In 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"), the Reporting Person 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.
- F4Represents the shares of common stock underlying the 1,500 Units of the Issuer that the Reporting Person acquired pursuant to 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.
- F5Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus.
- F63 years after completion of initial business combination.
- F7N/A
- F8Each 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.
- F9If the Issuer fails to consummate an initial business combination by June 30, 2018 (unless the date to consummate a business transaction is extended), the Issuer will be dissolved and the Rights will expire worthless.
Remarks
Pursuant to the Agreement, the Reporting Person resigned as an officer and director of the Issuer on January 4, 2018, and is no longer a Reporting Person. Certain of the shares beneficially owned by the Reporting Person were disposed of on January 8, 2018. Although no longer a Reporting Person and not required to file this Form 4, the Reporting Person has elected to file this Form 4 with respect to the disposition of certain of his shares and warrants.