Sec Form 4 Filing - BAQAR HASSAN @ 1347 Capital Corp - 2015-02-06

Insider filing report for Changes in Beneficial Ownership
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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
BAQAR HASSAN
2. Issuer Name and Ticker or Trading Symbol
1347 Capital Corp [ TFSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO & Secretary
(Last) (First) (Middle)
C/O 1347 CAPITAL CORP, 150 PIERCE ROAD, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2015
(Street)
ITASCA, IL60143
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 02/06/2015 P 10,000 A $ 0.02 10,000 D
Common Stock 02/06/2015 S 100,000 D $ 0.02 1,248,000 I By: 1347 Investors LLC ( 1 )
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 Rights $ 11.5 ( 2 ) ( 3 ) Common Stock 19,800 198,000 I By: 1347 Investors LLC ( 1 )
Private Warrants $ 11.5 ( 4 ) ( 5 ) Common Stock 99,000 198,000 I By: 1347 Investors LLC ( 1 )
$15 Exercise Price Sponsor Warrants $ 15 ( 6 ) ( 7 ) Common Stock 600,000 600,000 I By: 1347 Investors LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAQAR HASSAN
C/O 1347 CAPITAL CORP
150 PIERCE ROAD, 6TH FLOOR
ITASCA, IL60143
X CFO & Secretary
Signatures
/s/ Zachary Swartz, Attorney-in-Fact 02/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is a manager of 1347 Capital LLC, which is the manager of 1347 Investors LLC, a Delaware limited liability company and the Issuer's sponsor.
( 2 )The reported securities represent the right to receive one-tenth (1/10) of a share of the Issuer's common stock automatically on the consummation of an initial business combination by the Issuer.
( 3 )The Issuer has until 18 months from the closing of its initial public offering (or 24 months from the closing of its initial public offering if the Issuer has executed a letter of intent or definitive agreement for an initial business combination within 18 months from the closing of the Issuer's initial public offering but has not completed the initial business combination within such 18-month period) to consummate its initial business combination. In the event that the Issuer is unable to consummate its initial business combination within such time period, the reported securities will expire and will be worthless.
( 4 )The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available (or the Issuer permits holders to exercise the reported securities on a cashless basis under the circumstances specified in the warrant agreement between the Issuer and Continental Stock Transfer & Trust Company).
( 5 )The reported securities expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.
( 6 )The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available.
( 7 )The reported securities expire seven years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.

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