Rubenstein Barry Form 3 Garnero Group Acquisition / BARRY RUBENSTEIN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

RUBENSTEIN BARRY

(Last) (First) (Middle)

68 WHEATLEY ROAD

(Street)

BROOKVILLE NY 11545

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2016

3. Issuer Name and Ticker or Trading Symbol
Garnero Group Acquisition Co [ GGAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	150,000	D(1)
Ordinary Shares	100,000	I	By Woodland Partners(2)(3)
Ordinary Shares	200,000	I	By Woodland Venture Fund(2)(4)
Ordinary Shares	200,000	I	By Seneca Ventures(2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(6)	(7)	Ordinary Shares	13,400(8)	11.5	I	By Woodland Partners(2)(3)

Explanation of Responses:

1. Held by the Barry Rubenstein Rollover IRA account.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners.

4. Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund.

5. Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures.

6. Each Warrant will become exercisable upon the later to occur of (i) the completion of an initial business combination and (ii) twelve months from the closing of the Issuer's offering.

7. Each Warrant will expire five years after the completion of the initial business combination.

8. Each Warrant entitles the holder to purchase one-half of an Ordinary Share.

	/s/ Barry Rubenstein	07/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.