FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/16/2014 |
3. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Acquisition Corp. [ HCAC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,675,000 | I | See footnote(1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares represent common stock held by Hennessy Capital Partners I LLC, acquired pursuant to a certain Securities Subscription Agreement dated as of September 24, 2013 by and among HCP I LLC and the Company. Daniel J. Hennessy, the Chairman and Chief Executive Officer of the Company, is the sole managing member of Hennessy Capital LLC, the managing member of HCP I LLC. Mr. Hennessy may be deemed the beneficial owner of the securities held by HCP I LLC and has sole voting and dispositive control over such securities. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriter's overallotment option in the Company's initial public offering is not exercised and between 625,000 and 718,750 shares which are subject to forfeiture four years following the Company's initial business combination in the event a certain price target is not met. |
2. Mr. Hennessy disclaims beneficial ownership over any securities owned by Hennessy Capital Partners I LLC in which he does not have any pecuniary interest. |
3. These shares represent common stock held by Hennessy Capital Partners I LLC, acquired pursuant to a certain Securities Subscription Agreement dated as of September 24, 2013 by and among Hennessy Capital Partners I LLC and the Company. Hennessy Capital LLC is the managing member of Hennessy Capital Partners I LLC. Hennessy Capital LLC may be deemed the beneficial owner of the securities held by Hennessy Capital Partners I LLC and has sole voting and dispositive control over such securities. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriter's overallotment option in the Company's initial public offering is not exercised and between 625,000 and 718,750 shares which are subject to forfeiture four years following the Company's initial business combination in the event a certain price target is not met. |
4. Hennessy Capital LLC disclaims beneficial ownership over any securities owned by Hennessy Capital Partners I LLC in which it does not have any pecuniary interest. |
/s/ Daniel J. Hennessy | 01/16/2014 | |
/s/ Daniel J. Hennessy Managing Member of Hennessy Capital LLC | 01/16/2014 | |
** 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 5 (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. |