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)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
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) | |||||||
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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 | ||||
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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 | |
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. |