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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
L&L Acquisition Corp. [ LLAQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/29/2010 | P | 25,000 | A | (1) | 541,781(2) | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $11.5 | 11/29/2010 | P | 25,000 | (4) | (4) | Common Stock | 25,000 | (1) | 25,000 | D | ||||
Sponsor Warrants | $11.5 | 11/29/2010 | P | 1,253,333 | (4) | (4) | Common Stock | 1,253,333 | $0.75 | 1,253,333 | D |
Explanation of Responses: |
1. The reported securities are included within 25,000 units purchased by the reporting person for $10.00 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock. |
2. 67,406 of these shares are subject to forfeiture to the extent the underwriters' over allotment option, as described in the Issuer's registration statement on Form S-1 (File No.333-168949), is not exercised in full. In addition, 287,101 of the shares (or up to 249,653 if the underwriters' over-allotment option is not exercised in full) are subject to forfeiture on the five-year anniversary of the closing of the Issuer's initial business combination unless prior to such time the last sales price of the Issuer's common stock equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period or if the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their common stock of the Issuer for cash, securities or other property in an amount which equals or exceeds $18.00 per share. |
3. Mr. Shermyen is a limited partner of LLM Structured Equity Fund L.P. and as such may also have an indirect pecuniary interest in the shares of the issuer held by LLM Structured Equity Fund LP. to the extent of such limited partnership interest. Mr. Shermyen disclaims any beneficial ownership of shares held by LLM Structured Equity Fund LP. |
4. The Sponsor Warrants are identical to the warrants included in the units that were sold by the Issuer in its initial public offering (the "Unit Warrants"), except for those differences set forth in the Issuer's registration statement on Form S-1 (File No. 333-168949). In addition, the Sponsor Warrants and Unit Warrants generally are not transferable, assignable or salable until 30 days after the completion of the Issuer's initial business combination and will expire worthless if the Issuer does not complete an initial business combination within 18 months from the closing of the Issuer's initial public offering. |
/s/ Peter Schofield, Attorney-in-Fact, Chief Financial Officer | 12/01/2010 | |
** 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 Number. |