Dienst Daniel W Form 3 Matlin & Partners Acquisition / Daniel W Dienst 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

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1. Name and Address of Reporting Person^*

Dienst Daniel W

(Last) (First) (Middle)

585 WEED STREET

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2017

3. Issuer Name and Ticker or Trading Symbol
Matlin & Partners Acquisition Corp [ MPAC ]

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

X	Director	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)

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
Class F Common Stock	(1)(2)	(1)(2)	Class A Common Stock	0(1)(2)	0	I	See Footnote(1)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-216076) under the heading "Description of Securities--Founder Shares", the shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. Mr. Dienst does not beneficially own any shares of the common stock of the issuer and does not have a pecuniary interest in the shares of Class F common stock beneficially owned by Matlin & Partners Acquisition Sponsor LLC (the "Sponsor").

2. Mr. Dienst is as one of the five managing principals of the board of managing principals of the Sponsor. Each managing principal has one vote, and the approval of three of the five members of the board of managing principals is required to approve an action of the Sponsor. No individual managing principal of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

	/s/ Daniel W. Dienst	03/09/2017
	** 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).
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