Sgro David Form 3 Allegro Merger / David Sgro 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^*

Sgro David

(Last) (First) (Middle)

C/O ALLEGRO MERGER CORP.

777 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2018

3. Issuer Name and Ticker or Trading Symbol
Allegro Merger Corp. [ ALGR ]

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

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

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)
Common Stock(1)	621,013(2)	D
Common Stock	1,553,687(3)	I	By Eric Rosenfeld 2017 Trust No. 1(5)
Common Stock	684,563(4)	I	By Eric Rosenfeld 2017 Trust No. 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
Redeemable Warrant	(6)	(7)	Common Stock	2,500	(8)	D
Right	(9)	(10)	Common Stock	250	0	D

Explanation of Responses:

1. Includes securities underlying 2,500 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit ("Unit") consists of one share of common stock, one right exchangable for one-tenth (1/10) of one share of common stock, and one redeemable 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.

2. Includes up to 95,063 shares of common stock subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

3. Includes up to 255,937 shares of common stock subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

4. Includes up to 85,313 shares of common stock subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

5. The reporting person is the trustee of this trust and has sole voting and dispositive power over the securities held thereby.

6. Each Warrant will become exercisable on the later of the 30 days after the completion of an initial business combination and July 6, 2019.

7. Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.

8. Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share.

9. Each Right is exchangable for one tenth (1/10) of one share of common stock upon the completion of an initial business combination.

10. If the Issuer is unable to complete an initial business combination within the required time period, the Rights will expire worthless.

Remarks:

	/s/ David D. Sgro	07/02/2018
	** 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).
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