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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hall George E. (Last) (First) (Middle) 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ROI Acquisition Corp. [ ROIQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/29/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	04/09/2012		J(1)		281,250	D	(1)	1,875,000	I	See Footnote(1)
Common Stock, par value $0.0001 per share	07/26/2012		J(2)		1,875,000	D	$0.012	1,875,000	I	See Footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Sponsor Warrants	$12	02/29/2012		A		4,166,667		(3)	(3)	Common Stock, par value $0.0001 per share	4,166,667	$0.75	4,166,667	I	See Footnote(2)
Warrants to Purchase Common Stock	$12	04/20/2012		A		500,000		(3)	(3)	Common Stock, par value $0.0001 per share	500,000	$0.6003	500,000	I	See Footnote(4)
Warrants to Purchase Common Stock	$12	07/26/2012		J(5)		500,000		(3)	(3)	Common Stock, par value $0.0001 per share	500,000	$0.7339	500,000	I	See Footnote(5)
Sponsor Warrants	$12	07/26/2012		J(6)		4,166,667		(3)	(3)	Common Stock, par value $0.0001 per share	4,166,667	$0.7339	4,166,667	I	See Footnote(6)

Explanation of Responses:

1. Forfeiture to the Issuer as a result of failure of underwriter in the Issuer's initial public offering to exercise its overallotment option. Represents shares of the Issuer's common stock forfeited by ROIC Acquisition Holdings LP, an entity indirectly owned by George E. Hall. Mr. Hall has sole voting and dispositive power over the shares held by ROIC Acquisition Holdings LP.

2. Represents warrants to purchase common stock held by ROIC Acquisition Holdings LP, a limited partnership whose general partner is ROIC Acquisition Holdings GP LLC, a limited liability company whose indirectly wholly owned by the reporting person.

3. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or twelve months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

4. Represents warrants to purchase shares of the Issuer's common stock held by GEH Capital Inc., an entity wholly owned by George E. Hall. Mr. Hall disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Reflects change in form of indirect ownership as a result of transfer from GEH Capital Inc. to Clinton Magnolia Master Fund Ltd. ("Magnolia"), with no change in the reporting person's pecuniary interest. Investment and reporting decisions of Magnolia are made by its investment manager, Clinton Group, Inc., an entity controlled by the reporting person.

6. Reflects change in form of indirect ownership as a result of transfer from ROIC Acquisition Holdings L.P. to Clinton Magnolia Master Fund Ltd. ("Magnolia"), with no change in the reporting person's pecuniary interest. Investment and reporting decisions of Magnolia are made by its investment manager, Clinton Group, Inc., an entity controlled by the reporting person.

	/s/ Laura Rosenblum, Attorney-in-Fact	01/17/2013
	** Signature of Reporting Person	Date
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