SEC Form 3 · accession 0001094891-17-000253

Black Ridge Acquisition Corp. · AIFA

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

Reporting owners

Black Ridge Oil & Gas, Inc.

10% Owner

Kenneth DeCubellis

Officer — Chief Executive Officer · Director

Period of report

Oct 4, 2017

Accepted (ET)

Oct 4, 2017 · 5:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001708341

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	holding	—	—		—	3,450,000	I	By Black Ridge Oil & Gas, Inc.
Common Stock^F3,F2	holding	—	—		—	400,000	I	By Black Ridge Oil & Gas, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Right to Receive Common Stock^F3,F2,F4,F5	—	holding	—	—	—	—	—	Common Stock	40,000	—	I
Warrant^F3,F2,F6,F7	$11.50	holding	—	—	—	—	—	Common Stock	400,000	—	I

Explanation of responses

F1On October 4, 2017, the Issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 575,000 shares, for an aggregate total ownership of 3,450,000 shares. The 3,450,000 shares includes 450,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters in the Issuer's initial public offering do not exercise their over-allotment option.
F2Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc., exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
F3Represents securities underlying 400,000 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Black Ridge Oil & Gas, Inc. irrevocably committed to purchase. Each unit consists of one share of common stock, one right to receive one-tenth of one share of common stock upon the consummation of the Issuer's initial business combination and one warrant entitling the holder to purchase one share of common stock. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.
F4Each right entitles the holder to receive one-tenth (1/10) of one share of common stock upon consummation of the Issuer's initial business combination.
F5If the Issuer fails to consummate an initial business combination within twenty-one (21) months from the closing of the Issuer's initial public offering, the Issuer will be dissolved and the rights will expire worthless.
F6Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering.
F7Each warrant will expire five years after the completion of the Issuer's initial business combination.