0000930413-16-008159.txt : 20160909 0000930413-16-008159.hdr.sgml : 20160909 20160909170954 ACCESSION NUMBER: 0000930413-16-008159 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Garnero Group Acquisition Co CENTRAL INDEX KEY: 0001603969 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88216 FILM NUMBER: 161879419 BUSINESS ADDRESS: STREET 1: AV BRIG. FARIA LIMA, 1485-19 ANDAR STREET 2: BRASILINVEST PLAZA CEP 01452-002 CITY: SAO PAULO STATE: D5 ZIP: XXXXX BUSINESS PHONE: (55) 1130947970 MAIL ADDRESS: STREET 1: AV BRIG. FARIA LIMA, 1485-19 ANDAR STREET 2: BRASILINVEST PLAZA CEP 01452-002 CITY: SAO PAULO STATE: D5 ZIP: XXXXX FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAND PARTNERS CENTRAL INDEX KEY: 0000936898 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 39 WOODLAND ROAD CITY: ROSLY STATE: NY ZIP: 11576 BUSINESS PHONE: 5166271032 MAIL ADDRESS: STREET 1: 68 WHEATLEY RD CITY: BROOKVILLE STATE: NY ZIP: 11545 SC 13G/A 1 c86093_13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

 

(Amendment No. 1 )*

 

Garnero Group Acquisition Company

(Name of Issuer)

 

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

 

  G5866L108  
  (CUSIP Number)  
     
  July 26, 2016  
  (Date of Event Which Requires Filing of this Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  o Rule 13d-1(b)
  x Rule 13d-1(c)
  o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Woodland Partners

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
 (a) o
   
  (b) o
     
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares
6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

Page 2 of 13
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Barry Rubenstein

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) o
   
  (b) o
     
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

Page 3 of 13
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Marilyn Rubenstein

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) o
   
  (b) o
     
3. SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

Page 4 of 13
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Woodland Venture Fund

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) o
   
  (b) o
     
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

Page 5 of 13
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Seneca Ventures

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) o
   
  (b) o
     
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

Page 6 of 13
CUSIP No. G5866L108 13G  
1

NAMES OF REPORTING PERSONS

Woodland Services Corp.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) o
   
  (b) o
     
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		 5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares

       
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

    o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

Page 7 of 13

Item 1.

 

  (a) Name of Issuer:
     
    Garnero Group Acquisition Company
     
  (b) Address of Issuer’s Principal Executive Offices:
     
    Av Brig. Faria Lima
    1485-19 Andar
    Brasilinvest Plaza CEP 01452-002
    Sao Paulo, Brazil

 

Item 2.  
       
1. (a) Name of Person Filing: Woodland Partners
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
  (c) Place of Organization: New York
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108
       
2. (a) Name of Person Filing: Barry Rubenstein
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
  (c) Citizenship: United States
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108
       
3. (a) Name of Person Filing: Marilyn Rubenstein
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
  (c) Citizenship: United States
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108
       
4. (a) Name of Person Filing: Woodland Venture Fund
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
Page 8 of 13
  (c) Place of Organization: New York
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108
       
5. (a) Name of Person Filing: Seneca Ventures
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
  (c) Place of Organization: New York
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108
       
6. (a) Name of Person Filing: Woodland Services Corp.
  (b) Address of Principal Business  
    Office, or, if None, Residence:  
      68 Wheatley Road
      Brookville, New York 11545
  (c) Place of Organization: New York
  (d) Title of Class of Securities: Ordinary Shares, par value $0.0001
  (e) CUSIP Number: G5866L108

 

Item 3. If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
  (f) o An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F).
  (g) o A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G).
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of1940 (15 U.S.C. 80a-3).
  (j) o A non-U.S. institution in accordance with §240.13d-(b)(1)(ii)(J).
  (k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
       
  If filing is a non-U.S. institution in accordance with §240.13d-(b)(1)(ii)(J) please specify the type of institution.
Page 9 of 13
Item 4. Ownership.
       
1. Woodland Partners:
  (a) Amount beneficially owned: 0 shares.
  (b) Percent of class:         0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
       
2. Barry Rubenstein:
  (a) Amount beneficially owned: 0 shares.  Barry Rubenstein is a general partner of Woodland Partners, Woodland Venture Fund and Seneca Ventures, and an officer and director of Woodland Services Corp. Barry Rubenstein is the husband of Marilyn Rubenstein.
  (b) Percent of class:        0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
       
3. Marilyn Rubenstein:
  (a) Amount beneficially owned: 0 shares. Marilyn Rubenstein is a general partner of Woodland Partners and an officer of Woodland Services Corp.  Marilyn Rubenstein is the wife of Barry Rubenstein.
  (b) Percent of class:         0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
       
4. Woodland Venture Fund:
  (a) Amount beneficially owned: 0 shares.
  (b) Percent of class:        0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
Page 10 of 13
5. Seneca Ventures:
  (a) Amount beneficially owned: 0 shares.
  (b) Percent of class:         0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
       
6. Woodland Services Corp.:
  (a) Amount beneficially owned: 0 shares.  Woodland Services Corp. is a general partner of Seneca Ventures and Woodland Venture Fund.
  (b) Percent of class:        0%
  (c) Number of shares as to which such person has:
    (i) Sole power to vote or to direct the vote: 0 shares.
    (ii) Shared power to vote or to direct the vote: 0 shares.
    (iii) Sole power to dispose or to direct the disposition of: 0 shares.
    (iv) Shared power to dispose or to direct the disposition of: 0 shares.
       
  Exhibit A, a Joint Filing Agreement, was previously filed with a Schedule 13G, dated June 23, 2016.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  x

 

Instruction:  Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control  Persons.
   
  Not Applicable.
Page 11 of 13
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certification.
   
  By signing below each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 12 of 13

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 8, 2016    
     
  WOODLAND PARTNERS
     
  By: /s/ Barry Rubenstein
    Barry Rubenstein, a General Partner
     
  /s/ Barry Rubenstein
  Barry Rubenstein
     
  /s/ Marilyn Rubenstein
  Marilyn Rubenstein
     
  WOODLAND VENTURE FUND
     
  By: /s/ Barry Rubenstein
    Barry Rubenstein, a General Partner
     
  SENECA VENTURES
     
  By: /s/ Barry Rubenstein
    Barry Rubenstein, a General Partner
     
  WOODLAND SERVICES CORP.
     
  By:  /s/ Barry Rubenstein
    Barry Rubenstein, President

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 13 of 13