BRAC Lending Form 3 Big Rock Partners Acquisition / DAVID M NUSSBAUM 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^*

BRAC Lending Group LLC

(Last) (First) (Middle)

C/O EARLYBIRDCAPITAL, INC.

366 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2018

3. Issuer Name and Ticker or Trading Symbol
Big Rock Partners Acquisition Corp. [ BRPA ]

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)

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)
Common Stock	1,500,000	I	Held by BRAC Lending Group LLC(1)
Common Stock	138,000	I	Held by EarlyBirdCapital, Inc.(2)

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
Unit Purchase Option (Right to Buy)	(3)	11/20/2022	Units(4)	370,000	10	I	Held by EBC Holdings, Inc.(5)
Unit Purchase Option (Right to Buy)	(3)	11/20/2022	Units(4)	80,000	10	I	Held by David M. Nussbaum
Unit Purchase Option (Right to Buy)	(3)	11/20/2022	Units(4)	80,000	10	I	Held by Steven Levine

1. Name and Address of Reporting Person^*

BRAC Lending Group LLC

(Last) (First) (Middle)

C/O EARLYBIRDCAPITAL, INC.

366 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NUSSBAUM DAVID M

(Last) (First) (Middle)

C/O EARLYBIRDCAPITAL, INC.

366 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levine Steven

(Last) (First) (Middle)

C/O EARLYBIRDCAPITAL, INC.

366 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. David M. Nussbaum and Steven Levine are the managing members of BRAC Lending Group LLC and have shared voting and dispositive power of the shares held by BRAC Lending Group LLC. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. David M. Nussbaum is the Chairman of the Board of EarlyBirdCapital, Inc. and Steven Levine is the Chief Executive Officer of EarlyBirdCapital, Inc. and have shared voting and dispositive power of the shares held by EarlyBirdCapital, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Each Unit Purchase Option is exercisable commencing upon the consummation of an initial business combination by Big Rock Partners Acquisition Corp.

4. Each unit consists of one share of common stock of Big Rock Partners Acquisition Corp., one right entitling the holder to receive one tenth (1/10) of a share of common stock of Big Rock Partners Acquisition Corp. upon consummation of an initial business combination by Big Rock Partners Acquisition Corp., and one-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock of Big Rock Partners Acquisition Corp. for $11.50 per whole share.

5. David M. Nussbaum is the Chairman of the Board of EBC Holdings, Inc. and Steven Levine is the Chief Executive Officer of EBC Holdings, Inc. and have shared voting and dispositive power of the shares held by EBC Holdings, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

	/s/ Steven Levine as managing member of BRAC Lending Group LLC	11/26/2018
	/s/ David M. Nussbaum	11/26/2018
	/s/ Steven Levine	11/26/2018
	** Signature of Reporting Person	Date
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