SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CLINTON GROUP INC (Last) (First) (Middle) 5 WEST 57TH STREET 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/26/2012	3. Issuer Name and Ticker or Trading Symbol ROI Acquisition Corp. [ ROIQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	1,875,000(1)	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Sponsor Warrants	(2)	(2)	Common Stock, par value $0.0001 per share	4,166,667	$12	I	See Footnote(1)
Warrants to Purchase Common Stock	(3)	(3)	Common Stock, par value $0.0001 per share	500,000	$12	I	See Footnote(1)

1. Name and Address of Reporting Person* CLINTON GROUP INC (Last) (First) (Middle) 5 WEST 57TH STREET 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLINTON MAGNOLIA FUND LTD (Last) (First) (Middle) C/O FORTIS SERVICES (CAYMAN) LIMITED PO BOX 2003 GT (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities beneficially owned by Clinton Group, Inc. ("Clinton"), are owned directly by Clinton Magnolia Master Fund Ltd. ("Magnolia"). Clinton Group is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment manager of Magnolia. Clinton Group disclaims beneficial ownership of any and all such securities in excess of their actual pecuniary interest.

2. The Sponsor Warrants are identical to the warrants included in the units that were sold by the Issuer in its initial public offering, except for those differences set forth in the Issuer's registration statement on Form S-1 (File No. 333-177340). In addition, the Sponsor Warrants (including the shares of common stock issuable upon exercise of such warrants) generally are not transferable, assignable or salable until 30 days after the completion of the Issuer's initial business combination and they will be non-redeemable so long as they are held by the reporting persons or their permitted transferees and will expire worthless if the Issuer does not complete an initial business combination within 21 months from the closing of the Issuer's initial public offering.

3. The warrants are not transferable, assignable or salable until 30 days after the completion of the Issuer's initial business combination and they will be non-redeemable so long as they are held by the reporting persons or their permitted transferees and will expire worthless if the Issuer does not complete an initial business combination within 21 months from the closing of the Issuer's initial public offering.

	/s/ Laura Rosenblum, Attorney-in-Fact	01/17/2013
	/s/ Laura Rosenblum, Attorney-in-Fact	01/17/2013
	** Signature of Reporting Person	Date
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