Barington/Hilco Acquisition Form 4 BARINGTON/HILCO ACQUISITION / JEFFREY BRUCE HECKTMAN 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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X

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^*

HECKTMAN JEFFREY BRUCE

(Last) (First) (Middle)

5 REVERE DRIVE, SUITE 2056

(Street)

NORTHBROOK, IL 60062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARINGTON/HILCO ACQUISITION CORP. [ BHAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015

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
Common Stock	11/24/2015		P		15,650	A	$0.02	435,709(2)	I	See footnote(1)
Common Stock	11/24/2015		P		5,000	A	$10	127,500(3)	I	See footnote(1)
Common Stock	01/08/2018		J		435,709	D	(4)	0(2)	I	See footnote(1)
Common Stock								5,000	D

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
Warrants	$12.5	11/24/2015		P		2,500		(5)	(6)	Common Stock	2,500(7)	$10	63,750	I	See footnote(1)
Right	(8)	11/24/2015		P		500		(9)	(10)	Common Stock	500(7)	$10	12,750	I	See footnote(1)
Warrants	$12.5	01/08/2018		J			63,750	(5)	(6)	Common Stock	63,750	(4)	0(11)	I	See footnote(1)
Right	(8)							(9)	(10)	Common Stock	12,750		12,750(11)	I	See footnote(1)

Explanation of Responses:

1. Represents the shares of common stock beneficially owned by Hilco Merchant Resources, LLC ("Hilco"), of which the Reporting Person has sole voting and investment power.

2. Represents sponsor insider shares acquired by Hilco in connection with the initial public offering of the Issuer and 15,650 insider shares acquired pursuant to a private purchase on November 24, 2015 (the "2015 Purchase").

3. Represents the shares of common stock underlying the 127,500 Units of the Issuer that Hilco owns pursuant to the initial public offering and the 2015 Purchase. Each unit ("Unit") consists of one share of common stock, one right ("Right") to automatically receive one-tenth of one share of common stock upon consummation of the Issuer's initial business combination and one warrant ("Warrant") for the purchase of one-half of one share of common stock at a price of $12.50 per full share.

4. In connection with the transfer of shares of common stock and warrants of the Issuer, pursuant to an agreement, dated January 3, 2018 (the "Agreement"), between the Issuer, the purchasers party thereto (the "Purchasers"), Hilco and other sellers party thereto, the Purchasers agreed that they would cause to be paid certain obligations of the Issuer in the amount of approximately $2,213,229.11.

5. Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus.

6. 3 years after completion of initial business combination.

7. Represents the shares of common stock underlying the 5,000 Units of the Issuer that Reporting Person acquired pursuant to the 2015 Purchase. Each Unit consists of one share of common stock, one Right, and one Warrant.

8. N/A

9. Each Right entitles the holder to automatically receive one-tenth (1/10) of one share of the Issuer's common stock upon consummation of the Issuer's initial business combination.

10. If the Issuer fails to consummate an initial business combination by June 30, 2018 (unless the date to consummate e a business combination is extended), the Issuer will be dissolved and the Rights will expire worthless.

11. Represents the shares of common stock underlying the 127,500 Units of the Issuer that Hilco owns pursuant to the initial public offering and the 2015 Purchase. Each Unit consists of one share of common stock and one Right. The related Warrant was transferred to the Purchasers pursuant to the transactions contemplated by the Agreement.

Remarks:

Pursuant to the Agreement, the Reporting Person resigned as a director of the Issuer on January 4, 2018, and thereafter was no longer a Reporting Person in his individual capacity. Certain of the shares beneficially owned or deemed to be beneficially owned by the Reporting Person were disposed of on January 8, 2018.

	/s/ Jeffrey Bruce Hecktman	02/26/2018
	** Signature of Reporting Person	Date
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