Vantage Energy Acquisition (VEAC) Form 3 Vantage Energy Acquisition / Roger J. Biemans ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Biemans Roger J.

(Last) (First) (Middle)

5221 N. O'CONNOR BOULEVARD, 11TH FLOOR

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2017

3. Issuer Name and Ticker or Trading Symbol
Vantage Energy Acquisition Corp. [ VEACU ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	13,720,000(2)	(1)	I	See footnote(3)

Explanation of Responses:

1. The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

2. Includes 1,800,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of units do not exercise their over-allotment option.

3. NGP Vantage Energy LLC is the record holder of the shares reported herein. Mr. Biemans is a manager and the Chief Executive Officer of NGP Vantage Energy LLC. As such, Mr. Biemans may be deemed to have or share beneficial ownership of the common stock held directly by NGP Vantage Energy LLC.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Roger J. Biemans, by Jeffrey A. Zlotky, as Attorney-in-Fact	04/10/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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