Sec Form 4 Filing - Kanuga Suhel @ I-AM CAPITAL ACQUISITION Co - 2017-09-13

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 Kanuga Suhel 2. Issuer Name and Ticker or Trading Symbol I-AM CAPITAL ACQUISITION Co [ IAMXU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2017 (Street) NEW YORK, NY10105 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 09/13/2017 J( 1 ) 137,500 D $ 0 1,554,500 I See Footnote ( 1 ) Common Stock 09/13/2017 P( 2 ) 7,000 ( 2 ) A $ 10 ( 2 ) 1,561,500 I See Footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kanuga Suhel 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY10105 X X Chief Financial Officer Signatures /s/ Suhel Kanuga 09/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As contemplated in connection with the initial public offering of the issuer, 137,500 shares of common stock of the issuer were returned by I-AM Capital Partners LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. Mr. Kanuga is a managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the shares of common stock held by the Sponsor and shares voting and dispositive control over such securities, and thus shares beneficial ownership of such securities. Mr. Kanuga disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have a pecuniary interest. ( 2 )These shares are underlying units (each unit consisting of one share of common stock, one right entitling the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination and one warrant to purchase one share of common stock) held by the Sponsor, pursuant to an amended and restated unit purchase agreement by and between Sponsor and the issuer.

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.