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^*

RUBENSTEIN BARRY

(Last)

(First)

(Middle)

68 WHEATLEY RD

(Street)

BROOKVILLE

11545

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Garnero Group Acquisition Co [ GGAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016

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)
Ordinary Shares	07/26/2016		J⁽¹⁾		150,000	D	$10.05⁽¹⁾	0	D⁽²⁾
Ordinary Shares	07/26/2016		J⁽¹⁾		100,000	D	$10.05⁽¹⁾	0	I	By Woodland Partners⁽³⁾⁽⁴⁾
Ordinary Shares	07/26/2016		J⁽¹⁾		200,000	D	$10.05⁽¹⁾	0	I	By Woodland Venture Fund⁽³⁾⁽⁵⁾
Ordinary Shares	07/26/2016		J⁽¹⁾		200,000	D	$10.05⁽¹⁾	0	I	By Seneca Ventures⁽³⁾⁽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)
Warrants	$11.5							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	13,400⁽⁷⁾		0⁽¹⁾⁽⁷⁾	I	By Woodland Partners⁽³⁾⁽⁴⁾

Explanation of Responses:

1. In the Issuer's Form 8-K filed with the Securities and Exchange Commission on July 22, 2016, the Issuer advised that (i) its corporate existence will terminate as of July 22, 2016 except for purposes of winding up its affairs and liquidating, (ii) its share transfer books will be closed as of July 23, 2016, and (iii) as soon as practicable, it will liquidate and distribute approximately $10.05 per share to the holders of Ordinary Shares issued in the Issuer's initial public offering.

2. Held by the Barry Rubenstein Rollover IRA account.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners.

5. Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund.

6. Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures.

7. The Warrants expire at zero value upon liquidation of the Issuer. Each Warrant entitled the holder to purchase one-half of an Ordinary Share.

	/s/ Barry Rubenstein	09/08/2016
	** 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).
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