MTech Acquisition (MTECU) Form 3/A MTech Acquisition / DYKE STEVEN A VAN 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^*

MTech Sponsor LLC

(Last) (First) (Middle)

10124 FOXHURST CT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2018

3. Issuer Name and Ticker or Trading Symbol
MTech Acquisition Corp [ MTEC ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/29/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	1,437,500(2)(3)(4)	(1)	D

1. Name and Address of Reporting Person^*

MTech Sponsor LLC

(Last) (First) (Middle)

10124 FOXHURST CT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SS FL LLC

(Last) (First) (Middle)

C/O MTECH ACQUISITION CORP

10124 FOXHURST COURT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Game Boy Partners LLC

(Last) (First) (Middle)

C/O MTECH ACQUISITION CORP.

10124 FOXHURST COURT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sozio Scott

(Last) (First) (Middle)

C/O MTECH ACQUISITION CORP.

10124 FOXHURST COURT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VAN DYKE STEVEN A

(Last) (First) (Middle)

C/O MTECH ACQUISITION CORP.

10124 FOXHURST COURT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Effron Drew

(Last) (First) (Middle)

C/O MTECH ACQUISITION CORP.

10124 FOXHURST COURT

(Street)

ORLANDO FL 32836

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-221957) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent Class B common stock held by MTech Sponsor LLC, acquired pursuant to a subscription agreement by and between MTech Sponsor LLC and the issuer. The Class B common stock owned by the reporting person includes up to 187,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Messrs. Sozio and Van Dyke are the issuer's Chief Executive Officer and Director and Chairman, respectively, and, Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor.

4. Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims any beneficial ownership of the reported

	/s/ Scott Sozio, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC	01/31/2018
	/s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC	01/31/2018
	/s/ Scott Sozio, an authorized signatory of MTech Sponsor LLC	01/31/2018
	/s/ Scott Sozio	01/31/2018
	/s/ Drew Effron	01/31/2018
	/s/ Steven Van Dyke	01/31/2018
	** Signature of Reporting Person	Date
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