Statement of Ownership (sc 13g)
February 08 2018 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Hennessy
Capital Acquisition Corp. III
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
42588L204
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 42588L204
|
1.
|
|
Names
of Reporting Persons
Hennessy
Capital Partners III LLC
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
5,291,250
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
5,291,250
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,291,250
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
16.5%
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP No. 42588L204
|
1.
|
|
Names
of Reporting Persons
Hennessy
Capital LLC
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
5,291,250
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
5,291,250
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,291,250
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
16.5%
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP No. 42588L204
|
1.
|
|
Names
of Reporting Persons
Daniel
J. Hennessy
|
2.
|
|
Check
the Appropriate Box if a Member of a Group(See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
United
States
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
5,291,250
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
5,291,250
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,291,250
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
16.5%*
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
|
*
Hennessy Capital LLC is the managing member of Hennessy Capital Partners III LLC. Daniel J. Hennessy is the sole managing member
of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by Hennessy Capital
Partners III LLC and has sole voting and dispositive control over such shares.
Item
1(a).
|
Name
of Issuer
|
|
|
|
Hennessy
Capital Acquisition Corp. III (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
|
|
|
3485
N. Pines Way, Suite 110
Wilson,
WY 83014
|
|
|
Item
2(a).
|
Names
of Persons Filing
|
|
|
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
(i)
|
Hennessy
Capital Partners III LLC
|
|
|
|
|
(ii)
|
Hennessy
Capital LLC
|
|
|
|
|
(iii)
|
Daniel
J. Hennessy
|
Item
2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
|
|
|
The
address of the principal business and principal office of each of the Reporting Persons is Hennessy Capital
LLC,
3485 N. Pines Way, Suite 110, Wilson, WY 83014.
|
|
|
Item
2(c).
|
Citizenship
|
|
(i)
|
Hennessy
Capital Partners III LLC is a limited liability company formed in the State of Delaware.
|
|
|
|
|
(ii)
|
Hennessy
Capital LLC is a limited liability company formed in the State of Delaware.
|
|
|
|
|
(ii)
|
Daniel
J. Hennessy is a citizen of the United States.
|
Item
2(d).
|
Title of Class
of Securities
|
|
|
|
Common Stock, $0.0001
par value per share.
|
|
|
Item 2(e).
|
CUSIP Number
|
|
|
|
42588L204
|
|
|
Item 3.
|
If this statement
is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing
is a:
|
|
☐
|
(a) Broker or
Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
☐
|
(b) Bank as defined
in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
☐
|
(c) Insurance company
as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
☐
|
(d) Investment company
registered under Section 8 of the Investment Company Act.
|
|
☐
|
(e) An Investment
adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
|
|
☐
|
(f) An employee
benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
|
|
|
☐
|
(g) A Parent Holding
Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
|
|
☐
|
(h) A Savings Association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
☐
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of
the
Investment Company Act.
|
|
|
|
|
☐
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(j) Group, in accordance
with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
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Not applicable
|
Item
4.
|
Ownership
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The
reporting persons own an aggregate of 5,291,250 shares of the Issuer’s common stock, representing 16.5% of the total
common stock issued and outstanding. Each reporting person disclaims beneficial ownership of the reported securities except
to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting
person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
|
Not Applicable
|
|
|
Item 6.
|
Ownership of More
than Five Percent on Behalf of Another Person
|
|
|
|
Not Applicable
|
|
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
|
|
|
|
Not Applicable
|
|
|
Item 8.
|
Identification
and Classification of Members of the Group
|
|
|
|
Not Applicable
|
|
|
Item 9.
|
Notice of Dissolution
of Group
|
|
|
|
Not Applicable
|
|
|
Item 10.
|
Certification
|
|
|
|
Not Applicable
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
February
8, 2018
|
HENNESSY
CAPITAL PARTNERS III LLC,
a
Delaware limited liability company
|
|
|
|
By:
|
HENNESSY
CAPITAL LLC
,
a
Delaware limited liability company, as the managing member of Hennessy Capital Partners III LLC
|
|
By:
|
/s/
Daniel J. Hennessy
|
|
Name:
|
Daniel J. Hennessy
|
|
Title:
|
Managing Member
|
|
HENNESSY
CAPITAL LLC
,
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Daniel
J. Hennessy
|
|
Name:
|
Daniel J. Hennessy
|
|
Title:
|
Managing Member
|
|
/s/ Daniel
J. Hennessy
|
|
Daniel J. Hennessy
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares
of common stock, $0.0001 par value per share, of Hennessy Capital Acquisition Corp. III, and further agree that this Joint Filing
Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 8, 2018.
|
HENNESSY
CAPITAL PARTNERS III LLC,
a
Delaware limited liability company
|
|
|
|
By:
|
HENNESSY
CAPITAL LLC
,
|
|
|
a Delaware limited
liability company, as the managing member of Hennessy Capital Partners III LLC
|
|
By:
|
/s/
Daniel J. Hennessy
|
|
Name:
|
Daniel J. Hennessy
|
|
Title:
|
Managing Member
|
|
HENNESSY
CAPITAL LLC
,
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Daniel
J. Hennessy
|
|
Name:
|
Daniel J. Hennessy
|
|
Title:
|
Managing Member
|
|
/s/ Daniel
J. Hennessy
|
|
Daniel J. Hennessy
|
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