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^*

Landaw Jared L.

(Last)

(First)

(Middle)

888 SEVENTH AVENUE, 6TH FLOOR

(Street)

NEW YORK,

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARINGTON/HILCO ACQUISITION CORP. [ BHAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015

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)
Common Stock	11/24/2015		P		4,695⁽¹⁾	A	$0.02	11,195	D
Common Stock	11/24/2015		P		1,500⁽²⁾	A	$10	1,500	D
Common Stock	01/08/2018		J		4,695	D	⁽³⁾	6,500	D
Common Stock								1,500⁽⁴⁾	D

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	$12.5	11/24/2015		P		750		⁽⁵⁾	⁽⁶⁾	Common Stock	750⁽²⁾	$10	750	D
Right	⁽⁷⁾	11/24/2015		P		150		⁽⁸⁾	⁽⁹⁾	Common Stock	150⁽²⁾	$10	150	D
Warrants	$12.5	01/08/2018		J⁽³⁾			750	⁽⁵⁾	⁽⁶⁾	Common Stock	750⁽⁴⁾	⁽³⁾	0	D
Right	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Common Stock	150⁽⁴⁾		150	D

Explanation of Responses:

1. 4,695 insider shares were acquired pursuant to a private purchase on November 24, 2015 (the "2015 Purchase").

2. Represents the shares of common stock underlying the 1,500 Units of the Issuer that the Reporting Person acquired pursuant to the 2015 Purchase. Each unit ("Unit") consists of one share of common stock, one right ("Right") to automatically receive one-tenth of one share of common stock upon consummation of the Issuer's initial business combination and one warrant ("Warrant") for the purchase of one-half of one share of common stock at a price of $12.50 per full share.

3. In connection with the transfer of shares of common stock and warrants of the Issuer, pursuant to an agreement, dated January 3, 2018 (the "Agreement"), between the Issuer, the purchasers party thereto (the "Purchasers"), the Reporting Person and other sellers party thereto, the Purchasers agreed that they would cause to be paid certain obligations of the Issuer in the amount of approximately $2,213,229.11.

4. Represents the shares of common stock underlying the 1,500 Units of the Issuer that the Reporting Person acquired pursuant to the 2015 Purchase. Each Unit consists of one share of common stock and one Right. The related Warrant was transferred to the Purchasers pursuant to the transactions contemplated by the Agreement.

5. Latter of (i) completion of initial business combination and (ii) 12 months from date of prospectus.

6. 3 years after completion of initial business combination.

7. N/A

8. Each Right entitles the holder to automatically receive one-tenth (1/10) of one share of the Issuer's common stock upon consummation of the Issuer's initial business combination.

9. If the Issuer fails to consummate an initial business combination by June 30, 2018 (unless the date to consummate a business transaction is extended), the Issuer will be dissolved and the Rights will expire worthless.

Remarks:

Pursuant to the Agreement, the Reporting Person resigned as an officer and director of the Issuer on January 4, 2018, and is no longer a Reporting Person. Certain of the shares beneficially owned by the Reporting Person were disposed of on January 8, 2018. Although no longer a Reporting Person and not required to file this Form 4, the Reporting Person has elected to file this Form 4 with respect to the disposition of certain of his shares and warrants.

	/s/ Jared L. Landaw	02/21/2018
	** 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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