| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HL Acquisitions Corp. [ HCCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 07/02/2018 | J | 29,044 | D | (1) | 638,969 | I | By HL Acquisitions Holdings LLC(2) | ||
| Ordinary Shares | 07/02/2018 | J | 18,558 | D | (3) | 408,282 | I | By Metropolitan Capital Partners V, LLC(4) | ||
| Ordinary Shares | 07/02/2018 | J | 4,604 | D | (5) | 101,278 | I | By Jeffrey Schwarz Children's Trust(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 29,044 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1. |
| 2. Represents securities held by HL Acquisitions Holdings LLC, an entity of which Mr. Schwarz is managing member. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
| 3. 18,558 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1. |
| 4. Represents securities held by Metropolitan Capital Partners V, LLC, an entity controlled by Mr. Schwarz. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
| 5. 4,604 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1. |
| 6. Represents securities held by the Jeffrey Schwarz Children's Trust, a trust for the benefit of Mr. Schwarz's children. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
| Remarks: |
| /s/ Jeffrey E. Schwarz | 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 4 (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. | ||
