Amended Statement of Ownership (sc 13g/a)
February 11 2019 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
LEGACY
ACQUISITION CORP.
(Name
of Issuer)
Class
A common stock, par value $0.0001 per share
(Title
of Class of Securities)
524643103
(CUSIP
Number)
December
31, 2018
(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)
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*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. 524643103
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1.
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Name
of Reporting Person
Legacy Acquisition Sponsor
I LLC
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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☒
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(b)
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☐
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
7,500,000*
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
7,500,000*
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,500,00*
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
20.0%*
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12.
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Type
of Reporting Person (See Instructions)
OO
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*
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The
Class A Common Stock, $0.0001 par value per share (the “Class A common stock”) of Legacy Acquisition Corp., a
Delaware corporation is currently held as shares of Class F common stock. The shares of Class F common stock will automatically
convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis,
subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution
rights. The percent of the Class reported in this report on Schedule 13G is based on (i) 7,500,000 shares of Class
F common stock, par value $0.0001 per share (“Class F common stock”), issued and outstanding, and (ii) 30,000,000
shares of Class A common stock, $0.0001 par value per share (“Class A common stock”), issued and outstanding,
which includes shares of Class A common stock underlying the Units sold in the registrant’s initial public offering,
and of which 14,132,631 shares of Class A common stock trade separately, as of November 5, 2018, as reported in the issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 7, 2018.
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CUSIP
No. 524643103
|
|
|
1.
|
Name
of Reporting Person
Edwin J. Rigaud
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2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
(a)
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☒
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(b)
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☐
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United States of America
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|
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|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
|
Sole
Voting Power
-0-
|
|
6.
|
Shared
Voting Power
7,500,000*
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|
7.
|
Sole
Dispositive Power
-0-
|
|
8.
|
Shared
Dispositive Power
7,500,000*
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|
|
9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,500,000*
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|
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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11.
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Percent
of Class Represented by Amount in Row (9)
20.0%*
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|
12.
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Type
of Reporting Person (See Instructions)
IN
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|
|
|
|
|
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*
|
The
Class A Common Stock, $0.0001 par value per share (the “Class A common stock”) of Legacy Acquisition Corp., a
Delaware corporation is currently held as shares of Class F common stock. The shares of Class F common stock will automatically
convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis,
subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution
rights. The percent of the Class reported in this report on Schedule 13G is based on (i) 7,500,000 shares of Class
F common stock, par value $0.0001 per share (“Class F common stock”), issued and outstanding, and (ii) 30,000,000
shares of Class A common stock, $0.0001 par value per share (“Class A common stock”), issued and outstanding,
which includes shares of Class A common stock underlying the Units sold in the registrant’s initial public offering,
and of which 14,132,631 shares of Class A common stock trade separately, as of November 5, 2018, as reported in the issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 7, 2018.
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CUSIP No. 524643103
STATEMENT
ON SCHEDULE 13G
Pursuant
to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), and as provided in the Joint Filing
Agreement filed as Exhibit 1 to this Statement on Schedule 13G (this “Schedule 13G”), each of the persons listed below
under Item 2(a) (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to
file one statement with respect to their ownership of Class A common stock, par value $0.0001 per share, of Legacy Acquisition
Corp. (the “Issuer”).
Item
1.
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(a)
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Name
of Issuer
:
Legacy
Acquisition Corp.
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(b)
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Address
of Issuer’s Principal Executive Offices
:
1308
Race Street, Suite 200, Cincinnati, Ohio 45202
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Item
2.
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(a)
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Name
of Person Filing
:
This
Schedule 13G is filed on behalf of the following Reporting Persons:
(i) Legacy
Acquisition Sponsor I LLC
(ii) Edwin
J. Rigaud
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(b)
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Address
of Principal Business Office, or, if none, Residence
:
c/o
Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202
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Legacy Acquisition Sponsor I LLC is a Delaware limited liability company and Mr. Rigaud is a citizen
of the United States of America.
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(d)
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Title
of Class of Securities
:
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Class
A common stock, par value $0.0001 per share, of the Issuer
524643103
Item 3.
Not
applicable.
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(a)
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☐
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.S. 80a-8);
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(e)
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☐
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An investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance
with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________________
CUSIP No. 524643103
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(a)
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Amount
beneficially owned
:
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Legacy Acquisition Sponsor I LLC (the "Sponsor"), acquired pursuant
to a subscription agreement by and between the Sponsor and the issuer 8,625,000 shares of Class F common stock (the “Class
F common stock”), of which up to 1,125,000 shares were subject to forfeiture in the event the underwriters of the initial
public offering of the issuer's securities did not exercise in full their over-allotment option as described in the issuer's registration
statement. On November 27, 2017, the underwriters’ notified the Issuer that they would not exercise the overallotment option
and, as such, the 1,125,000 shares that were subject to forfeiture were forfeited as of the closing of the Issuer’s initial
public offering on November 21, 2017, resulting in the Sponsor’s ownership of 7,500,000 shares of Class F common stock.
The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s
business combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate
of incorporation.
Upon the closing of the Issuer’s initial public offering on November 21, 2017, the Sponsor acquired
17,500,000 warrants at $0.50 per warrant in a private placement (the “Private Placement Warrants”). Each Private Placement
Warrant entitles the Sponsor to purchase one-half of one share of Class A common stock at $5.75 ($11.50 per whole share). The
Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will
not be transferable, assignable or salable until 30 days after the completion of the Issuer’s initial business combination
and will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. Accordingly, the Private Placement
Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are not exercisable within
60 days of this Schedule 13G and are not reported in this Schedule 13G. The Private Placement Warrants have terms and provisions
that are identical to those of the warrants that were sold as part of the units in the Issuer’s initial public offering
and have no net cash settlement provisions.
Mr. Rigaud is the Issuer's Chairman and Chief Executive Officer, is the managing
member of the Sponsor and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Rigaud
may be deemed to have beneficial ownership of such shares.
The 7,500,000 shares of Class F common stock held by Sponsor represent 20.0% of the total shares of Class A common stock issued and outstanding as of November 5, 2018, based on (i) 7,500,000 shares of Class F common stock issued and outstanding as of such date, and (ii) 30,000,000 shares of Class A common stock issued and outstanding as of such date (which includes shares of Class A common stock underlying the units sold in the registrant’s initial public offering, and of which 14,132,631 shares of Class A common stock trade separately), as reported in the issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 7, 2018. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. See also Item 4(a) above.
CUSIP
No. 524643103
|
(c)
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Number
of shares as to which the person has
:
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(i)
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Sole
power to vote or to direct the vote: -0-
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(ii)
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Shared
power to vote or to direct the vote: 7,500,000
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(iii)
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Sole
power to dispose or to direct the disposition of: -0-
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(iv)
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Shared power to dispose or to direct the disposition of: 7,500,000
The Sponsor directly holds the securities reported in this Schedule 13G and shares voting and dispositive power of the securities held by the Sponsor with Mr. Rigaud. Mr. Rigaud is the Issuer's Chairman and Chief Executive Officer, is the managing member of the Sponsor and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Rigaud may be deemed to have beneficial ownership of such shares and voting and dispositive power of the securities held by the Sponsor.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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See
Item 4 above.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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The
Reporting Persons have agreed to file this Schedule 13G with respect to their ownership of Class A common stock. See Item
4 above and Exhibit 1 to this Schedule 13G.
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Item
9.
|
Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certifications.
|
Not
applicable.
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CUSIP No. 524643103
SIGNATURES
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.
Dated
February 8, 2019
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LEGACY
ACQUISITION SPONSOR I LLC
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|
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By:
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/s/
Edwin J. Rigaud
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Name:
|
Edwin
J. Rigaud
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Title:
|
Managing
Member
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/s/
Edwin J. Rigaud
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Name:
|
Edwin J.
Rigaud
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EXHIBITS
CUSIP No. 524643103
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) of 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 Class A common
stock of Legacy Acquisition Corp. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint
filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February
8, 2019.
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LEGACY
ACQUISITION SPONSOR I LLC
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|
|
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By:
|
/s/
Edwin J. Rigaud
|
|
Name:
|
Edwin
J. Rigaud
|
|
Title:
|
Managing
Member
|
|
|
|
|
/s/
Edwin J. Rigaud
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Name:
|
Edwin J.
Rigaud
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