Atlantic Alliance Partnership (AAPCF) Form 4 Atlantic Alliance Partnership / Jonathan Goodwin 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^*

Goodwin Jonathan

(Last) (First) (Middle)

C/O ATLANTIC ALLIANCE PARTNERSHIP CORP.,

590 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlantic Alliance Partnership Corp. [ AAPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015

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
Ordinary Shares	05/04/2015		A		209,469(1)	A	$10	903,705	I	See Footnote(2)
Ordinary Shares	05/04/2015		J		117,187(3)(4)	D	$0(3)	786,518	I	See Footnote(4)

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

Explanation of Responses:

1. Represents ordinary shares of the issuer which were purchased by AAP Sponsor (PTC) Corp ("AAP") on a private placement basis simultaneously with the consummation of the Company's initial public offering (the "Private Placement").

2. AAP is the direct beneficial owner of these securities. Through a trust relationship with AAP, Mr. Goodwin has a pecuniary interest in these shares.

3. As contemplated in connection with the initial public offering of the issuer, 234,375 ordinary shares (the "Forfeiture Shares") were returned by AAP to the issuer for no consideration and cancelled because the underwriter's over-allotment option was not fully exercised.

4. AAP is the direct beneficial owner of these securities. Through a trust relationship with AAP, Lepe Partners LLP ("Lepe") has a pecuniary interest in 577,049 ordinary shares of the issuer (after forfeiture of Lepe's pecuniary interest in 117,187 Forfeiture Shares). Mr. Goodwin is the Chief Executive Officer of Lepe. Mr. Goodwin disclaims any pecuniary interest he may have in these shares aside from that arising from his ownership interest in Lepe

	/s/ Jonathan Goodwin	05/06/2015
	** 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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