Amended Statement of Beneficial Ownership (sc 13d/a)
February 28 2018 - 5:14AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
M III Acquisition Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
55378T 203
(CUSIP Number)
3 Columbus Circle, 15
th
Floor
New York, New York 10019
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
February 26, 2018
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 55378T 203
|
1
|
Names of Reporting Person.
M III Sponsor I LLC
|
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
WC
|
|
5
|
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6
|
Citizenship or Place of Organization
|
|
|
|
|
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
3,777,475
|
|
8
|
Shared Voting Power (see Item 5 below)
0
|
|
9
|
Sole Dispositive Power
3,777,475
|
|
10
|
Shared Dispositive Power (see Item 5 below)
0
|
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,777,475
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
¨
|
|
13
|
Percent of Class Represented by Amount
in Row (11)
19.66%
|
|
14
|
Type of Reporting Person
OO
|
|
|
|
|
|
CUSIP No. 55378T 203
|
1
|
Names of Reporting Person.
M III Sponsor I LP
|
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
WC
|
|
5
|
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6
|
Citizenship or Place of Organization
|
|
|
|
|
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
272,575
|
|
8
|
Shared Voting Power (see Item 5 below)
0
|
|
9
|
Sole Dispositive Power
272,575
|
|
10
|
Shared Dispositive Power (see Item 5 below)
0
|
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
272,575
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
¨
|
|
13
|
Percent of Class Represented by Amount
in Row (11)
1.42%
|
|
14
|
Type of Reporting Person
PN
|
|
|
|
|
|
CUSIP No. 55378T 203
|
1
|
Names of Reporting Person.
M III Acquisition Partners I LLC
|
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6
|
Citizenship or Place of Organization
|
|
|
|
|
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power (see Item 5 below)
3,777,475
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power (see Item 5 below)
3,777,475
|
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,777,475
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
¨
|
|
13
|
Percent of Class Represented by Amount
in Row (11)
19.66%
|
|
14
|
Type of Reporting Person
OO
|
|
|
|
|
|
CUSIP No. 55378T 203
|
1
|
Names of Reporting Person.
M III Acquisition Partners I Corp.
|
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6
|
Citizenship or Place of Organization
|
|
|
|
|
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power (see Item 5 below)
272,575
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power (see Item 5 below)
272,575
|
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
272,575
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
¨
|
|
13
|
Percent of Class Represented by Amount
in Row (11)
1.42%
|
|
14
|
Type of Reporting Person
CO
|
|
|
|
|
|
CUSIP No. 55378T 203
|
1
|
Names of Reporting Person.
Mohsin Y. Meghji
|
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6
|
Citizenship or Place of Organization
|
|
|
|
|
|
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power (see Item 5 below)
4,050,000
|
|
9
|
Sole Dispositive Power
0
|
|
10
|
Shared Dispositive Power (see Item 5 below)
4,050,000
|
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
4,050,000
|
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
¨
|
|
13
|
Percent of Class Represented by Amount
in Row (11)
21.08%
|
|
14
|
Type of Reporting Person
IN
|
|
|
|
|
|
* M III Acquisition Partners I LLC
is the sole managing member of M III Sponsor I LLC. M III Acquisition Partners I Corp. is the sole general partner of M III Sponsor
I LP. Mohsin Y. Meghji is the chief executive officer of M III Acquisition Partners I Corp. and the sole managing member of M
III Acquisition Partners I LLC. Consequently, Mr. Meghji may be deemed the beneficial owner of the shares held by M III Sponsor
I LLC and M III Sponsor I LP and has sole voting and dispositive control over such shares.
SCHEDULE 13D/A
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Item 4.
|
Purpose of the Transaction
|
Item 4 of the Schedule
13D is hereby amended by adding the following paragraph.
M III Sponsor
I LLC (“M III LLC”) and M III Sponsor I LP agreed with certain investors in M III LLC to re-allocate to them an
aggregate of 50,000 additional Founder Shares, constituting less than 1% of the outstanding common stock of M III Acquisition
Corp., in the event that such existing sponsor investors purchase and/or hold in aggregate $15.0 million of public shares and
continued to hold and elected not to redeem such public shares as of the closing date of the business combination. Such
investors are under no obligation to purchase or hold any public shares but will be reallocated such 50,000 Founder Shares in
the event they do so. Such reallocation of interests in M III LLC does not affect the aggregate amount of shares of
common stock of M III Acquisition Corp. beneficially owned by the Reporting Persons.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
The information set
forth in Item 4 above is hereby incorporated by reference in its entirety to Item 6 of the Schedule 13D.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 27, 2018
|
M III SPONSOR I LLC
By: M III Acquisition Partners I LLC, its
Managing Member
|
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|
|
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By:
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/s/ Mohsin Y. Meghji
|
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Name: Mohsin Y. Meghji
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Title: Managing Member
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M III SPONSOR I LP
By: M III Acquisition Partners I Corp.,
its Sole General Partner
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By: /s/ Mohsin Y. Meghji
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Name: Mohsin Y. Meghji
|
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Title: Chief Executive Officer
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/s/ Mohsin Y. Meghji
|
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Mohsin Y. Meghji
|
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