SEC Form 3 · accession 0001094891-18-000189
Big Rock Partners Acquisition Corp. · BRPA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 17, 2018
Accepted (ET)
Nov 26, 2018 · 9:32 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001719406
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,500,000 | I | Held by BRAC Lending Group LLC | |
| Common StockF2 | holding | — | — | — | 138,000 | I | Held by EarlyBirdCapital, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit Purchase Option (Right to Buy)F5,F3,F4 | $10.00 | holding | — | — | — | — | Nov 20, 2022 | Units | 370,000 | — | I |
| Unit Purchase Option (Right to Buy)F3,F4 | $10.00 | holding | — | — | — | — | Nov 20, 2022 | Units | 80,000 | — | I |
| Unit Purchase Option (Right to Buy)F3,F4 | $10.00 | holding | — | — | — | — | Nov 20, 2022 | Units | 80,000 | — | I |
Explanation of responses
- F1David M. Nussbaum and Steven Levine are the managing members of BRAC Lending Group LLC and have shared voting and dispositive power of the shares held by BRAC Lending Group LLC. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- F2David M. Nussbaum is the Chairman of the Board of EarlyBirdCapital, Inc. and Steven Levine is the Chief Executive Officer of EarlyBirdCapital, Inc. and have shared voting and dispositive power of the shares held by EarlyBirdCapital, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- F3Each Unit Purchase Option is exercisable commencing upon the consummation of an initial business combination by Big Rock Partners Acquisition Corp.
- F4Each unit consists of one share of common stock of Big Rock Partners Acquisition Corp., one right entitling the holder to receive one tenth (1/10) of a share of common stock of Big Rock Partners Acquisition Corp. upon consummation of an initial business combination by Big Rock Partners Acquisition Corp., and one-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock of Big Rock Partners Acquisition Corp. for $11.50 per whole share.
- F5David M. Nussbaum is the Chairman of the Board of EBC Holdings, Inc. and Steven Levine is the Chief Executive Officer of EBC Holdings, Inc. and have shared voting and dispositive power of the shares held by EBC Holdings, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.