Sec Form 4 Filing - Burns Richard Edward @ Hennessy Capital Acquisition Corp. - 2014-01-23

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

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1. Name and Address of Reporting Person Burns Richard Edward 2. Issuer Name and Ticker or Trading Symbol Hennessy Capital Acquisition Corp. [ HCACU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10 SOUTH WACKER DR., SUITE 3175 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2014 (Street) CHICAGO, IL60606 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

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 Warrant $ 5.75 10/15/2013( 1 )( 2 ) 01/23/2014 P 600,000 ( 3 ) ( 3 ) Common Stock 300,000 ( 3 ) 600,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burns Richard Edward 10 SOUTH WACKER DR., SUITE 3175 CHICAGO, IL60606 X Signatures /s/ Richard Burns 01/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reported securities were acquired pursuant to that certain Sponsor Warrant Purchase Agreement dated as of October 15, 2013 by and among Hennessy Capital Partners I LLC and the Issuer. The reported securities are included within 12,125,000 warrants purchased by Hennessy Capital Partners I LLC for $.50 per warrant. ( 2 )Each warrant to purchase one half share of Common Stock of the Issuer is identical to the warrants included in the units sold in the Issuer's initial public offering ("IPO"), except for those differences set forth in the Issuer's IPO prospectus filed with the Commission on January 16, 2014. Such warrants are also subject to certain transfer restrictions. Such warrants may be exercised for cash or on a cashless basis, and are not subject to being called for redemption. Reporting person is the indirect owner of 600,000 warrants to purchase shares of common stock through his membership interest in Hennessy Capital Partners I, LLC and does not have voting or dispositive control over such securities. ( 3 )Each warrant is exercisable to purchase one half share of Common Stock at an exercise price of $5.75 during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Issuer's initial public offering or (ii) 30 days following the consummation of the Issuer's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Issuer's Business Combination. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Issuer will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. ( 4 )Reporting person disclaims beneficial ownership except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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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