Sec Form 3 Filing - ACKERMAN RICHARD @ Big Rock Partners Acquisition Corp. - 2017-11-20

Insider filing report for Changes in Beneficial Ownership
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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
ACKERMAN RICHARD
2. Issuer Name and Ticker or Trading Symbol
Big Rock Partners Acquisition Corp. [ BRPAU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O BIG ROCK PARTNERS ACQUISITION CORP., 2645 N. FEDERAL HIGHWAY SUITE 230
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2017
(Street)
DELRAY BEACH, FL33483
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 1,725,000 ( 1 ) I By Big Rock Partners Sponsor, LLC ( 2 )
Common Stock 250,000 ( 3 ) I By Big Rock Partners Sponsor, LLC ( 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
Right to receive common stock ( 3 ) ( 4 ) ( 4 ) ( 5 ) Common Stock 25,000 I By Big Rock Partners Sponsor, LLC ( 2 )
Warrant ( 3 ) $ 11.5 ( 6 ) ( 7 ) Common Stock 125,000 I By Big Rock Partners Sponsor, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACKERMAN RICHARD
C/O BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY SUITE 230
DELRAY BEACH, FL33483
X X President and CEO
Big Rock Partners Sponsor, LLC
2645 N. FEDERAL HIGHWAY
SUITE 230
DELRAY BEACH, FL33483
X
Signatures
/s/ Richard Ackerman 12/04/2017
Signature of Reporting Person Date
/s/ Richard Ackerman, Managing Partner 12/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 20, 2017, the issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 287,500 shares, for an aggregate total ownership of 1,725,000 shares. The 1,725,000 shares includes 225,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters in the issuer's initial public offering do not exercise their over-allotment option.
( 2 )Mr. Ackerman is the issuer's President, Chairman and Chief Executive Officer and the managing member of Big Rock Partners Sponsor, LLC (the "Sponsor") and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Ackerman may be deemed to have beneficial ownership of such shares.
( 3 )Represents securities underlying 250,000 units of the issuer, which units, prior to the effective date of the registration statement relating to the issuers initial public offering, the Sponsor irrevocably committed to purchase. Each unit consists of one share of common stock, one right to receive one-tenth of one share of common stock upon the consummation of the issuer's initial business combination and one-half of one warrant, each whole warrant entitling the holder to purchase one share of common stock. The purchase of these units was made on a private placement basis and consummated simultaneously with the consummation of the issuer's initial public offering on November 22, 2017.
( 4 )Each right entitles the holder to receive one-tenth (1/10) of one share of common stock upon consummation of the issuer's initial business combination.
( 5 )If the issuer fails to consummate an initial business combination within 12 months (or up to 18 months from the closing of the issuer's initial public offering, if the issuer extends the period of time to consummate a business combination as described in its amended and restated certificate of incorporation), the issuer will be dissolved and the rights will expire worthless.
( 6 )Each whole warrant will become exercisable on the later of the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering.
( 7 )Each warrant will expire on the fifth anniversary of the completion of the issuer's initial business combination, or earlier upon redemption or liquidation.

Remarks:
Exhibit ListExhibit 24 - Power of Attorney

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