SEC Form 4 · accession 0001654954-17-011320
Big Rock Partners Acquisition Corp. · BRPA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Big Rock Partners Sponsor, LLC
10% Owner
Richard Ackerman
Officer — President and CEO · Director · 10% Owner
Period of report
Nov 29, 2017
Accepted (ET)
Dec 4, 2017 · 8:23 pm 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,F2,F3 | Nov 29, 2017 | P | 22,500 | $10.00 | A | 272,500 | I | Big Rock Partners Sponsor, LLC |
| Common StockF3 | holding | — | — | — | 1,725,000 | I | Big Rock Partners Sponsor, LLC |
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 stockF1,F2,F3,F4,F5 | — | Nov 29, 2017 | P | 22,500 | A | — | — | Common Stock | 2,250 | 27,250 | I |
| WarrantF1,F2,F3,F6,F7 | $11.50 | Nov 29, 2017 | P | 11,250 | A | — | — | Common Stock | 11,250 | 136,250 | I |
Explanation of responses
- F1Represents securities underlying units of the issuer. 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-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock.
- F2Represents securities purchased upon the exercise of the underwriters' over-allotment option in connection with the issuer's initial public offering.
- F3Mr. Ackerman is the issuer's President, Chairman and Chief Executive Officer and the managing member of Big Rock Partners Sponsor, LLC (the "Sponsor") and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly. Mr. Ackerman may be deemed to have beneficial ownership of such shares.
- 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 12 months (or up to 18 months from the closing of the issuer's initial public offering, if the issuer extends the period of time to consummate a business combination as described in its amended and restated certificate of incorporation), the issuer will be dissolved and the rights will expire worthless.
- F6Each whole warrant will become exercisable on the later of the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering.
- F7Each warrant will expire on the fifth anniversary of the completion of the issuer's initial business combination, or earlier upon redemption or liquidation.