Hennessy Daniel J Form 3 Hennessy Capital Acquisition Corp II / DANIEL J HENNESSY 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^*

HENNESSY DANIEL J

(Last) (First) (Middle)

C/O HENNESSY CAPITAL ACQ CORP. II

700 LOUISIANA STREET, SUITE 900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2015

3. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Acquisition Corp II [ HCAC ]

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 Executive Officer

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

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

	Form filed by One Reporting Person
X	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	4,591,250	I	See Footnote(1)(2)

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

1. Name and Address of Reporting Person^*

HENNESSY DANIEL J

(Last) (First) (Middle)

C/O HENNESSY CAPITAL ACQ CORP. II

700 LOUISIANA STREET, SUITE 900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hennessy Capital Partners II LLC

(Last) (First) (Middle)

700 LOUISIANA STREET, SUITE 900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hennessy Capital LLC

(Last) (First) (Middle)

10 SOUTH WACKER DRIVE

SUITE 3175

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. These shares represent common stock held by Hennessy Capital Partners II LLC ("HCP"), acquired pursuant to a subscription agreement dated as of April 29, 2015 by and among HCP and the registrant. Daniel J. Hennessy, the Chairman and Chief Executive Officer of the registrant, is the sole managing member of Hennessy Capital LLC, the sole managing member of HCP. Mr. Hennessy has sole voting and dispositive control over the shares held by HCP and may be deemed the beneficial owner of such shares. These shares include an aggregate of 656,250 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their overallotment option in connection with the registrant's initial public offering in full.

2. Mr. Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

	/s/ Daniel J. Hennessy	07/22/2015
	/s/ Daniel J. Hennessy Managing Member of Hennessy Capital Partners II LLC, as Managing Member of Hennessy Capital LLC	07/22/2015
	/s/ Daniel J. Hennessy Managing Member of Hennessy Capital LLC	07/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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