SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERNICK HOWARD B

(Last)

(First)

(Middle)

444 NORTH MICHIGAN AVENUE

SUITE 3500

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Levy Acquisition Corp [ LEVY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/17/2013		P		17,250	A	$0.006	17,250	D
Common Stock	11/19/2013		J⁽¹⁾		2,250	D	$0	15,000⁽²⁾	D
Common Stock	11/19/2013		P		15,000	A	⁽³⁾	15,000	I	See footnote.⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants	$11.5	11/19/2013		G		15,000		⁽⁴⁾	⁽⁵⁾	Common Stock	15,000	$0	15,000	D
Public Warrants	$11.5	11/19/2013		P		7,500		⁽⁴⁾	⁽⁵⁾	Common Stock	7,500	⁽³⁾	7,500	I	See footnote.⁽⁶⁾

Explanation of Responses:

1. Forfeiture to the Issuer for no consideration because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.

2. Includes 3,750 shares which may be forfeited on the 5th anniversary of the Issuer's initial business combination, unless following the initial business combination the last sale price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like) for any 20 trading days within any 30-trading day period or the Issuer completes a liquidation, merger, stock exchange or similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like).

3. The reported securities are included in Units purchased in the Issuer's initial public offering for $10.00 per Unit. Each Unit consists of one share of Common Stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share.

4. The warrants will become exercisable beginning on the later of one year after issuance or 30 days after the completion of the Issuer's initial business combination.

5. The warrants expire five years after the completion of the Issuer's initial combination or earlier upon redemption or liquidation.

6. Held by Howard B. Bernick Revocable Trust dated April 23, 1993.

	/s/ Zachary Swartz, Attorney-in-Fact	11/21/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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