SEC Form 4 · accession 0001615774-18-001366
BARINGTON/HILCO ACQUISITION CORP. · BHAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barington Companies Advisors, LLC
10% Owner
Period of report
Jan 8, 2018
Accepted (ET)
Feb 21, 2018 · 9:42 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 | Jan 8, 2018 | J | 490,508 | — | D | 0 | D | |
| Common StockF3 | holding | — | — | — | 122,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F4,F5,F6 | $12.50 | Jan 8, 2018 | J | 61,250 | D | — | — | Common Stock | 61,250 | 0 | D |
| RightF7,F8,F9,F6 | — | holding | — | — | — | — | — | Common Stock | 12,250 | 12,250 | D |
Explanation of responses
- F1In consideration for 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 ould cause to be paid certain obligations of the Issuer in the amount of approximately $2,213,229.11.
- F2Represents sponsor insider shares acquired by Reporting Peson in connection with the initial public offering of the Issuer.
- F3Represents the shares of common stock underlying the 122,500 Units of the Issuer that the Reporting Person 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.
- F4Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus.
- F53 years after completion of initial business combination.
- F6Represents the shares of common stock underlying the 122,500 Units of the Issuer that the Reporting Person 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.
- 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 combination is extended), the Issuer will be dissolved and the Rights will expire worthless.