SEC Form 4 · accession 0001615774-18-001456

BARINGTON/HILCO ACQUISITION CORP. · BHAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey Bruce Hecktman

Director · 10% Owner

Period of report

Nov 24, 2015

Accepted (ET)

Feb 26, 2018 · 2:45 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 Stock^F2,F1	Nov 24, 2015	P	15,650	$0.02	A	435,709	I	See footnote
Common Stock^F3,F1	Nov 24, 2015	P	5,000	$10.00	A	127,500	I	See footnote
Common Stock^F4,F2,F1	Jan 8, 2018	J	435,709	—	D	0	I	See footnote
Common Stock	holding	—	—		—	5,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F1,F5,F6,F7	$12.50	Nov 24, 2015	P	2,500	A	—	—	Common Stock	2,500	63,750	I
Right^{F1,F8,F9,F10,F7}	—	Nov 24, 2015	P	500	A	—	—	Common Stock	500	12,750	I
Warrants^{F4,F11,F1,F5,F6}	$12.50	Jan 8, 2018	J	63,750	D	—	—	Common Stock	63,750	0	I
Right^{F11,F1,F8,F9,F10}	—	holding	—	—	—	—	—	Common Stock	12,750	12,750	I

Explanation of responses

F1Represents the shares of common stock beneficially owned by Hilco Merchant Resources, LLC ("Hilco"), of which the Reporting Person has sole voting and investment power.
F10If 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.
F11Represents 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.
F2Represents 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").
F3Represents 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.
F4In 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.
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 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.
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.