| 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 Garnero Group Acquisition Co [ GGAC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2016 | ||||||||||||||||||||||||||
| 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 | 07/26/2016 | J(1) | 150,000 | D | $10.05(1) | 0 | D(2) | |||
| Ordinary Shares | 07/26/2016 | J(1) | 100,000 | D | $10.05(1) | 0 | I | By Woodland Partners(3)(4) | ||
| Ordinary Shares | 07/26/2016 | J(1) | 200,000 | D | $10.05(1) | 0 | I | By Woodland Venture Fund(3)(5) | ||
| Ordinary Shares | 07/26/2016 | J(1) | 200,000 | D | $10.05(1) | 0 | I | By Seneca Ventures(3)(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 | ||||||||
| Warrants | $11.5 | (7) | (7) | Ordinary Shares | 13,400(7) | 0(1)(7) | I | By Woodland Partners(3)(4) | |||||||
| Explanation of Responses: |
| 1. In the Issuer's Form 8-K filed with the Securities and Exchange Commission on July 22, 2016, the Issuer advised that (i) its corporate existence will terminate as of July 22, 2016 except for purposes of winding up its affairs and liquidating, (ii) its share transfer books will be closed as of July 23, 2016, and (iii) as soon as practicable, it will liquidate and distribute approximately $10.05 per share to the holders of Ordinary Shares issued in the Issuer's initial public offering. |
| 2. Held by the Barry Rubenstein Rollover IRA account. |
| 3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 4. Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners. |
| 5. Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund. |
| 6. Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures. |
| 7. The Warrants expire at zero value upon liquidation of the Issuer. Each Warrant entitled the holder to purchase one-half of an Ordinary Share. |
| /s/ Barry Rubenstein | 09/08/2016 | |
| ** 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 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. | ||
