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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2018 | 3. Issuer Name and Ticker or Trading Symbol HL Acquisitions Corp. [ HCCH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) |
Ordinary Shares | 668,013(1) | I | By HL Acquisitions Holdings LLC(2) |
Ordinary Shares | 426,840(3) | I | By Metropolitan Capital Partners V LLC(4) |
Ordinary Shares | 105,882(5) | I | By Jeffrey Schwarz Children's Trust(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Warrants | (7) | (8) | Ordinary Shares | (9) | 11.5 | I | By Metropolitan Capital Partners V LLC(4) |
Warrants | (7) | (8) | Ordinary Shares | (10) | 11.5 | I | By Jeffrey Schwarz Children's Trust(6) |
Warrants | (7) | (8) | Ordinary Shares | (11) | 11.5 | I | By HL Acquisitions Holdings LLC(2) |
Explanation of Responses: |
1. Includes up to 87,132 ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised. |
2. Represents securities held by HL Acquisitions Holdings LLC, an entity of which Mr. Schwarz is managing member. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
3. Includes up to 55,675ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised. |
4. Represents securities held by Metropolitan Capital Partners V, LLC, an entity controlled by Mr. Schwarz. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
5. Includes up to 13,811 ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised. |
6. Represents securities held by the Jeffrey Schwarz Children's Trust, a trust for the benefit of Mr. Schwarz's children. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein. |
7. The warrants will become exercisable on the later of the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering offering. |
8. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination. |
9. Metropolitan Capital Partners V, LLC has committed to purchase up to a maximum of 1,355,224 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full. |
10. The Jeffrey Schwarz Children's Trust has committed to purchase up to a maximum of 320,674 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full. |
11. HL Acquisitions Holdings LLC has committed to purchase up to a maximum of 293,950 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full. |
Remarks: |
Jeffrey E. Schwarz | 06/27/2018 | |
** 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 5 (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. |