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. 2 )*
Pacific Special Acquisition Corp.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
| G68588105 | ||
| (CUSIP Number) |
| December 31, 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).
| Page 1 of 12 |
| CUSIP No. G68588105 | 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 301,300 shares |
|
6 |
SHARED VOTING POWER 0 shares | |
|
7 |
SOLE DISPOSITIVE POWER 301,300 shares | |
|
8 |
SHARED DISPOSITIVE POWER 0 shares |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 301,300 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 3.9%
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
| Page 2 of 12 |
| CUSIP No. G68588105 | 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 42,000 shares |
|
6 |
SHARED VOTING POWER 357,342 shares | |
|
7 |
SOLE DISPOSITIVE POWER 42,000 shares | |
|
8 |
SHARED DISPOSITIVE POWER 357,342 shares |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,342 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 5.2%
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| Page 3 of 12 |
| CUSIP No. G68588105 | 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 357,342 shares | |
|
7 |
SOLE DISPOSITIVE POWER 0 shares | |
|
8 |
SHARED DISPOSITIVE POWER 357,342 shares |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,342 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 4.6%
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| Page 4 of 12 |
| CUSIP No. G68588105 | 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 6,042 shares |
|
6 |
SHARED VOTING POWER 0 shares | |
|
7 |
SOLE DISPOSITIVE POWER 6,042 shares | |
|
8 |
SHARED DISPOSITIVE POWER 0 shares |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,042 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 0.1%
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
| Page 5 of 12 |
| CUSIP No. G68588105 | 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 6,042 shares | |
|
7 |
SOLE DISPOSITIVE POWER 0 shares | |
|
8 |
SHARED DISPOSITIVE POWER 6,042 shares |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,042 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 0.1%
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
| Page 6 of 12 |
Item 1.
| (a) | Name of Issuer: | |
| Pacific Special Acquisition Corp. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| c/o 855 Pudong South Rund | ||
| The World Plaza, 27th Floor | ||
| Pudong, Shanghai, China 200120 | ||
| 86-21-61376584 |
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, no par value | |
| (e) | CUSIP Number: | G68588105 | |
| 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, no par value | |
| (e) | CUSIP Number: | G68588105 | |
| 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, no par value | |
| (e) | CUSIP Number: | G68588105 | |
| 4. | Name of Person Filing: | Woodland Venture Fund | |
| (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, no par value | |
| (e) | CUSIP Number: | G68588105 | |
| Page 7 of 12 |
| 5. | 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, no par value | |
| (e) | CUSIP Number: | G68588105 | |
| 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 of 1940 (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. | |||
| Item 4. | Ownership. |
The percentages of beneficial ownership shown below are based on 7,719,375 Ordinary Shares outstanding as reported in the Issuer’s Form 10-Q, dated November 14, 2016.
| Page 8 of 12 |
| 1. | Woodland Partners: | |||
| (a) | Amount beneficially owned: 301,3001,2,3 shares. | |||
| (b) | Percent of class: | 3.9% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: 301,3001,2,3 shares. | |||
| (ii) | Shared power to vote or to direct the vote: 0 shares. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 301,3001,2,3 shares. | |||
| (iv) | Shared power to dispose or to direct the disposition of: 0 shares. | |||
| 2. | Barry Rubenstein: | |||
| (a) | Amount beneficially owned: 399,3421,2,3,4,5,6,7,8,9,10,11,12,13 shares. Barry Rubenstein is a general partner of Woodland Partners and Woodland Venture Fund, and an officer and director of Woodland Services Corp. Mr. Rubenstein is the husband of Marilyn Rubenstein. | |||
| (b) | Percent of class: | 5.2% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: 42,0004,5,6 shares. | |||
| (ii) | Shared power to vote or to direct the vote: 357,3421,2,3,7,8,9,10,11,12,13 shares. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 42,0004,5,6 shares. | |||
| (iv) | Shared power to dispose or to direct the disposition of: 357,3421,2,3,7,8,9,10,11,12,13 shares. | |||
| 3. | Marilyn Rubenstein: | |||
| (a) | Amount beneficially owned: 357,342 1,2,3,7,8,9,10,11,12,13 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: | 4.6% | ||
| (c) | Number of shares as to which such person has: | |||
1 Includes 301,300 Ordinary Shares held by Woodland Partners.
2 Does not include 150,000 Ordinary Shares issuable upon the exercise of the Warrants held by Woodland Partners.
3 Does not include 30,000 Ordinary Shares issuable upon the consummation of an initial business combination to Woodland Partners.
4 Includes 42,000 Ordinary Shares held by the Barry Rubenstein Rollover IRA account.
5 Does not include 21,000 Ordinary Shares issuable upon the exercise of the Warrants held by the Barry Rubenstein Rollover IRA account.
6 Does not include 4,200 Ordinary Shares issuable upon the consummation of an initial business combination to the Barry Rubenstein Rollover IRA account.
7 Includes 50,000 Ordinary Shares held in a joint account by Barry Rubenstein and Marilyn Rubenstein.
8 Does not include 25,000 Ordinary Shares issuable upon the exercise of the Warrants held in a joint account by Barry Rubenstein and Marilyn Rubenstein.
9 Does not include 5,000 Ordinary Shares issuable upon the consummation of an initial business combination to a joint account of Barry Rubenstein and Marilyn Rubenstein.
10 Includes 6,042 Ordinary Shares held by Woodland Venture Fund.
11 Does not include 3,021 Ordinary Shares issuable upon the exercise of the Warrants held by Woodland Venture Fund.
12 Does not include 604 Ordinary Shares issuable upon the consummation of an initial business combination to Woodland Venture Fund.
13 The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein.
| Page 9 of 12 |
| (i) | Sole power to vote or to direct the vote: 0 shares. | |||
| (ii) | Shared power to vote or to direct the vote: 357,3421,2,3,7,8,9,10,11,12,13 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: 357,3421,2,3,7,8,9,10,11,12,13 shares. | |||
| 4. | Woodland Venture Fund: | |||
| (a) | Amount beneficially owned: 6,04210,11,12 shares. | |||
| (b) | Percent of class: | 0.1% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: 6,04210,11,12 shares. | |||
| (ii) | Shared power to vote or to direct the vote: 0 shares. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 6,04210,11,12 shares. | |||
| (v) | Shared power to dispose or to direct the disposition of: 0 shares. | |||
| 5. | Woodland Services Corp.: | |||
| (b) | Amount beneficially owned: 6,04210,11,12,13 shares. Woodland Services Corp. is a general partner of Woodland Venture Fund. | |||
| (b) | Percent of class: | 0.1% | ||
| (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: 6,04210,11,12,13 shares. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 0 shares. | |||
| (vi) | Shared power to dispose or to direct the disposition of: 6,04210,11,12,13 shares. | |||
Exhibit I, a Joint Filing Agreement, was previously filed with Amendment No. 1 to Schedule 13G, dated October 27, 2015.
| 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. o
| 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 10 of 12 |
| 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 11 of 12 |
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: February 6, 2017
| 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 | ||
| 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 12 of 12 |