Sec Form 3 Filing - BRAC Lending Group LLC @ Big Rock Partners Acquisition Corp. - 2018-11-17

FORM 3 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 BRAC Lending Group LLC 2. Issuer Name and Ticker or Trading Symbol Big Rock Partners Acquisition Corp. [ BRPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EARLYBIRDCAPITAL, INC., 366 MADISON AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2018 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 1,500,000 I Held by BRAC Lending Group LLC ( 1 ) Common Stock 138,000 I Held by EarlyBirdCapital, Inc. ( 2 )

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 Unit Purchase Option (Right to Buy) $ 10 ( 3 ) 11/20/2022 Units ( 4 ) 370,000 I Held by EBC Holdings, Inc. ( 5 ) Unit Purchase Option (Right to Buy) $ 10 ( 3 ) 11/20/2022 Units ( 4 ) 80,000 I Held by David M. Nussbaum Unit Purchase Option (Right to Buy) $ 10 ( 3 ) 11/20/2022 Units ( 4 ) 80,000 I Held by Steven Levine

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRAC Lending Group LLC C/O EARLYBIRDCAPITAL, INC. 366 MADISON AVENUE, 8TH FLOOR NEW YORK, NY10017 X NUSSBAUM DAVID M C/O EARLYBIRDCAPITAL, INC. 366 MADISON AVENUE, 8TH FLOOR NEW YORK, NY10017 X Levine Steven C/O EARLYBIRDCAPITAL, INC. 366 MADISON AVENUE, 8TH FLOOR NEW YORK, NY10017 X Signatures /s/ Steven Levine as managing member of BRAC Lending Group LLC 11/26/2018 Signature of Reporting Person Date /s/ David M. Nussbaum 11/26/2018 Signature of Reporting Person Date /s/ Steven Levine 11/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David M. Nussbaum and Steven Levine are the managing members of BRAC Lending Group LLC and have shared voting and dispositive power of the shares held by BRAC Lending Group LLC. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 2 )David M. Nussbaum is the Chairman of the Board of EarlyBirdCapital, Inc. and Steven Levine is the Chief Executive Officer of EarlyBirdCapital, Inc. and have shared voting and dispositive power of the shares held by EarlyBirdCapital, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 3 )Each Unit Purchase Option is exercisable commencing upon the consummation of an initial business combination by Big Rock Partners Acquisition Corp. ( 4 )Each unit consists of one share of common stock of Big Rock Partners Acquisition Corp., one right entitling the holder to receive one tenth (1/10) of a share of common stock of Big Rock Partners Acquisition Corp. upon consummation of an initial business combination by Big Rock Partners Acquisition Corp., and one-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock of Big Rock Partners Acquisition Corp. for $11.50 per whole share. ( 5 )David M. Nussbaum is the Chairman of the Board of EBC Holdings, Inc. and Steven Levine is the Chief Executive Officer of EBC Holdings, Inc. and have shared voting and dispositive power of the shares held by EBC Holdings, Inc. Accordingly, Messrs. Nussbaum and Levine may be deemed to have beneficial ownership of such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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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