Garnero Mario Form 4 Garnero Group Acquisition / Mario Garnero ownership change

SEC Form 4

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^*

Garnero Mario

(Last) (First) (Middle)

2 ET N.10 L'ESTORIL BLOC D

31 AVENUE PRINCESS GRACE

(Street)

MONTECARLO O9 98000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Garnero Group Acquisition Co [ GGAC ]

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note	$10	09/28/2015		A		50,000		(1)	(1)	Units(2)	50,000	(3)	50,000	D

Explanation of Responses:

1. The promissory note is convertible, at the Reporting Person's option, at the closing of the Issuer's initial business combination.

2. Each unit is comprised of one ordinary share, one right and one warrant. Each right would automatically be exchanged for one-tenth of an ordinary share upon the closing of the Issuer's initial business combination. Accordingly, upon conversion, the Reporting Person would receive 1.1 of the Issuer's ordinary shares for each unit underlying the promissory note. Each warrant would entitle the Reporting Person to purchase one-half of one ordinary share at a price of $11.50 per full share. The warrants would become exercisable upon the completion of the Issuer's initial business combination, and would expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption.

3. The convertible promissory note was issued in consideration of a loan made by the Reporting Person in the amount of $500,000.

Remarks:

	/s/ Mario Garnero	09/29/2015
	** 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).
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