Statement of Changes in Beneficial Ownership (4)

Date : 05/19/2017 @ 6:57PM
Source : Edgar (US Regulatory)
Stock : M Iii Acquisition Corp. (MM) (MIII)
Quote : 9.85  0.03 (0.31%) @ 4:00PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Meghji Mohsin Y
2. Issuer Name and Ticker or Trading Symbol

M III Acquisition Corp. [ MIIIW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

3 COLUMBUS CIRCLE, 15TH FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2017
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants   $5.75   5/17/2017     P     V 4100         (1)   (1) Common Stock   2050   $0.31   1638503   (2) D   (3)  
Warrants   $5.75   5/18/2017     P     V 8800         (1)   (1) Common Stock   4400   $0.30   1647303   (2) D   (3)  
Warrants   $5.75   5/19/2017     P     V 41500         (1)   (1) Common Stock   20750   $0.3052   (4) 1688803   (2) D   (3)  

Explanation of Responses:
(1)  Each warrant is exercisable to purchase one half share of common stock at an exercise price of $5.75 during the period commencing on the later of (i) twelve months from the date of the closing of the registrant's initial public offering on July 12, 2016 or (ii) 30 days following the consummation of the registrant's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Business Combination.
(2)  Includes 340,000 warrants included in the private placement units acquired by the reporting persons in connection with the registrant's initial public offering. Such warrants are subject to certain transfer restrictions and may be exercised for cash or on a cashless basis, and are not subject to redemption.
(3)  These warrants were purchased directly by Mr. Meghji.
(4)  Represents the weighted average purchase price of the warrants on such date. Warrants were acquired in multiple transactions at prices ranging from $0.30 per warrant to $0.31 per warrant. The reporting persons undertake to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote.

Remarks:
Chairman and Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Meghji Mohsin Y
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY 10019
X X See Remarks
M III Sponsor I LP
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY 10019



Sponsor of registrant
M III Acquisition Partners I Corp.
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY 10019



General partner of sponsor
M III Sponsor I LLC
C/O M III ACQUISITION CORP.
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY 10019



Sponsor of registrant
M III Acquisition Partners I LLC
C/O M III ACQUISITION CORP.
3 COLUMBUS CIRCLE, 15TH FLOOR
NEW YORK, NY 10019



Managing member of sponsor

Signatures
/s/ Mohsin Y. Meghji 5/19/2017
** Signature of Reporting Person Date

/s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, on its own behalf and as the Sole Managing Member of M III Sponsor I LLC 5/19/2017
** Signature of Reporting Person Date

/s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., on its own behalf and as the Sole General Partner of M III Sponsor I LP 5/19/2017
** 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 4(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 control number.

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