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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol M III Acquisition Corp. [ MIIIW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/02/2016 | ||||||||||||||||||||||||||
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 |
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 | $5.75 | 12/02/2016 | P | V | 600,000 | (1) | (1) | Common Stock | 300,000 | $0.213(2) | 1,634,403(3) | D(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each warrant is exercisable to purchase one half share of common stock at an exercise price of $5.75 during the period commencing on the later of (i) twelve months from the date of the closing of the registrant's initial public offering on July 12, 2016 or (ii) 30 days following the consummation of the registrant's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Business Combination. |
2. Represents the weighted average purchase price of the warrants on such date. Warrants were acquired in multiple transactions at prices ranging from $0.21 per warrant to $0.25 per warrant. The reporting persons undertake to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. |
3. Includes 340,000 warrants included in the private placement units acquired by the reporting persons in connection with the registrant's initial public offering. Such warrants are subject to certain transfer restrictions and may be exercised for cash or on a cashless basis, and are not subject to redemption. Excludes 120,000 warrants attributable to the private placement units that were inadvertently included in the Form 4s filed by the reporting persons on November 22, 2016 and December 2, 2016. |
4. These warrants were purchased directly by Mr. Meghji. |
Remarks: |
Chairman and Chief Executive Officer |
/s/ Mohsin Y. Meghji | 12/06/2016 | |
/s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, the Sole Managing Member of M III Sponsor I LLC | 12/06/2016 | |
/s/ Mohsin Y. Meghji as Sole Managing Member of M III Acquisition Partners I LLC | 12/06/2016 | |
/s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., the Sole General Partner of M III Sponsor I LP | 12/06/2016 | |
/s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., the Sole General Partner of M III Sponsor I LP | 12/06/2016 | |
** 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. |