Sec Form 4 Filing - LEVY LAWRENCE F @ Levy Acquisition Corp - 2013-08-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
LEVY LAWRENCE F
2. Issuer Name and Ticker or Trading Symbol
Levy Acquisition Corp [ LEVY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
444 NORTH MICHIGAN AVENUE, SUITE 3500
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2013
(Street)
CHICAGO, IL60611
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/05/2013 A 4,312,500 A $ 0.006 4,312,500 I See footnote. ( 3 )
Common Stock 10/17/2013 S 69,000 D $ 0.006 4,243,500 I See footnote. ( 3 )
Common Stock 11/19/2013 J( 1 ) 553,500 D $ 0 3,690,000 ( 2 ) I See footnote. ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Placement Warrants $ 11.5 11/19/2013 A 4,750,000 ( 4 ) ( 5 ) Common Stock 4,750,000 $ 1 4,750,000 I See footnote. ( 3 )
Private Placement Warrants $ 11.5 11/19/2013 G 60,000 ( 4 ) ( 5 ) Common Stock 60,000 $ 0 4,690,000 I See footnote. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEVY LAWRENCE F
444 NORTH MICHIGAN AVENUE
SUITE 3500
CHICAGO, IL60611
X X Chairman and CEO
Signatures
/s/ Zachary Swartz, Attorney-in-Fact 11/21/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Forfeiture to the Issuer for no consideration because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.
( 2 )Includes 922,500 shares which may be forfeited on the 5th anniversary of the Issuer's initial business combination, unless following the initial business combination the last sale price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like) for any 20 trading days within any 30-trading day period or the Issuer completes a liquidation, merger, stock exchange or similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like).
( 3 )The securities are held directly by Levy Acquisition Sponsor, LLC. The Reporting Person is a manager of Levy Family Partners, LLC, which is the managing member of Levy Acquisition Sponsor, LLC. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein.
( 4 )The warrants will become exercisable beginning on the later of one year after issuance or 30 days after the completion of the Issuer's initial business combination.
( 5 )The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

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).

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.