SEC Form 4 · accession 0001615774-18-001368
BARINGTON/HILCO ACQUISITION CORP. · BHAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey D Nuechterlein
Officer — Chairman of the Board · Director
Period of report
Jan 8, 2018
Accepted (ET)
Feb 21, 2018 · 9:43 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 StockF2,F1 | Jan 8, 2018 | J | 31,300 | — | D | 5,000 | D | |
| Common StockF3 | holding | — | — | — | 10,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F6,F4,F5 | $12.50 | Jan 8, 2018 | J | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
| RightF6,F7,F8,F9 | — | holding | — | — | — | — | — | Common Stock | 1,000 | 1,000 | D |
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"), 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.
- F2Represents sponsor insider shares acquired by Reporting Person in connection with the initial public offering of the Issuer.
- F3Represents the shares of common stock underlying the 10,000 Units of the Issuer that the Reporting Person owns pursuant to the initial public offering of the Issuer. 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 10,000 Units of the Issuer that the Reporting Person owns pursuant to the initial public offering of the Issuer. 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 transaction is extended), the Issuer will be dissolved and the Rights will expire worthless.
Remarks
Pursuant to the Agreement, the Reporting Person resigned as a director and an officer 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.