Sec Form 4 Filing - Hui Gary @ Arowana Inc. - 2015-05-12

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
Hui Gary
2. Issuer Name and Ticker or Trading Symbol
Arowana Inc. [ ARWA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and CIO
(Last) (First) (Middle)
C/O AROWANA INC., LEVEL 11, 153 WALKER STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2015
(Street)
NORTH SYDNEY, C3NSW 2060
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
Ordinary Shares 255,549 I by Beira Corp. ( 1 )
Ordinary Shares ( 2 ) 05/12/2015 P 6,413 A $ 10 ( 3 ) 60,432 I by Beira Corp. ( 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
Right to Receive Ordinary Share ( 2 ) ( 4 ) 05/12/2015 P 6,413 ( 4 ) ( 5 ) Ordinary Share 641 $ 10 ( 3 ) 60,432 I by Beira Corp. ( 1 )
Redeemable Warrant ( 2 ) ( 6 ) 05/12/2015 P 6,413 ( 7 ) ( 8 ) Ordinary Share 3,207 $ 10 ( 3 ) 60,432 I by Beira Corp. ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hui Gary
C/O AROWANA INC.
LEVEL 11, 153 WALKER STREET
NORTH SYDNEY, C3NSW 2060
X CFO and CIO
Signatures
/s/ Gary Hui 05/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Beira Corp. is an entity controlled by Mr. Hui. Mr. Hui disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Hui is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 2 )Represents securities underlying units of the Issuer ("Unit"). Each Unit consists of one ordinary share, one right ("Right") to receive one-tenth of one ordinary share upon the consummation of the Issuer's initial business combination and one redeemable warrant ("Warrant") entitling the holder to purchase one-half of one ordinary share.
( 3 )Represents the price for which 6,413 Units were purchased, which price includes consideration for the underlying Ordinary Shares, Rights and Warrants. The Reporting Person irrevocably committed to purchase such Units prior to the effective date of the registration statement relating to the Issuer's initial public offering.
( 4 )Each Right entitles the holder to receive one-tenth (1/10) of one ordinary share upon consummation of the Issuer's initial business combination.
( 5 )If the Issuer fails to consummate an initial business combination within eighteen (18) months from the closing of the Issuer's initial public offering, the Issuer will be dissolved and the Rights will expire worthless.
( 6 )Each Warrant entitles the holder thereof to purchase one-half of one ordinary share at a price of $12.50 per full share, exercisable in multiples of two.
( 7 )Each Warrant will become exercisable on the later of the completion of an initial business combination and April 30, 2016.
( 8 )Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.

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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