SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No.)*
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Levy Acquisition Corp.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
52748T104
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(CUSIP Number)
Stanley H. Meadows, P.C., Esq.
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Joel L. Rubinstein, Esq.
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McDermott Will & Emery LLP
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340 Madison Ave.
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New York, New York 10173-1922
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(212) 547-5400
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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November 13, 2013
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Levy Acquisition Sponsor, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
3,690,000
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
3,690,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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x Excludes 553,500 shares forfeited following initial public offering (see Item 4)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
19.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Levy Family Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
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SHARED VOTING POWER
3,690,000
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|||
9
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SOLE DISPOSITIVE POWER
- 0 -
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|||
10
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SHARED DISPOSITIVE POWER
3,690,000
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
xExcludes 553,500 shares forfeited following initial public offering (see Item 4)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
19.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Lawrence F. Levy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
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SHARED VOTING POWER
3,690,000
|
|||
9
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SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
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SHARED DISPOSITIVE POWER
3,690,000
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x Excludes 553,500 shares forfeited following initial public offering (see Item 4)
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Sophia Stratton
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
3,690,000
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
3,690,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
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|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x Excludes 553,500 shares forfeited following initial public offering (see Item 4)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
19.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Steven C. Florsheim
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
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SHARED VOTING POWER
3,690,000
|
|||
9
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SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
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SHARED DISPOSITIVE POWER
3,690,000
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
|
|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x Excludes 553,500 shares forfeited following initial public offering (see Item 4)
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
19.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 52748T104
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Ari B. Levy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
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||
8
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SHARED VOTING POWER
3,690,000
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|||
9
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SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
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SHARED DISPOSITIVE POWER
3,690,000
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,690,000
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x Excludes 553,500 shares forfeited following initial public offering (see Item 4)
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
19.7%
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14
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TYPE OF REPORTING PERSON
IN
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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1
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Securities Purchase Agreement, dated August 5, 2013, between the Issuer and Levy Acquisition Sponsor, LLC (filed as Exhibit 10.5 to the Issuer’s Registration Statement on Form S-1 SEC File No. 333-191587 on October 7, 2013, and incorporated by reference herein).
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2
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Private Placement Warrants Purchase Agreement, dated August 5, 2013, between the Issuer and Levy Acquisition Sponsor, LLC (filed as Exhibit 10.6 to the Issuer’s Registration Statement on Form S-1 SEC File No. 333-191587 on October 7, 2013, and incorporated by reference herein).
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3
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Securities Assignment Agreement, dated October 17, 2013, among Levy Acquisition Sponsor, LLC, Howard Bernick, Marc Simon, Craig Duchossois and Gregory Flynn (filed as Exhibit 10.10 to the Issuer’s Registration Statement on Form S-1 SEC File No. 333-191587 on October 28, 2013, and incorporated by reference herein).
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4
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Registration Rights Agreement, dated November 13, 2013, among the Issuer, Levy Acquisition Sponsor, LLC, and the other parties thereto (filed as Exhibit 4.1 to the Issuer’s Report on Form 8-K filed on November 19, 2013, and incorporated by reference herein).
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5
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Letter Agreement, dated November 13, 2013, among Levy Acquisition Corp.; Levy Acquisition Sponsor, LLC; Lawrence F. Levy; Ari B. Levy; Steven C. Florsheim; Levy Family Partners, LLC; Claire P. Murphy, as trustee of the Steven Florsheim 2003 Investment Trust; Claire P. Murphy, as trustee of the Ari Levy 2003 Investment Trust; Claire P. Murphy, as trustee of the Andrew Florsheim 2003 Investment Trust; Claire P. Murphy, as trustee of the Robert Florsheim 2003 Investment Trust; Michael Wallach; Sophia Stratton; Claire Murphy; Tim Won; Adam Cummis; and Andrew Feldman (filed as Exhibit 10.1(a) to the Issuer’s Report on Form 8-K on November 19, 2013, and incorporated by reference herein).
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6
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Form of Escrow Agreement among the Issuer, Levy Acquisition Sponsor, LLC, Craig J. Duchossois, Marc S. Simon, Howard Bernick, Gregory G. Flynn and Continental Stock Transfer & Trust Company (filed as Exhibit 10.8 to the Issuer’s Registration Statement on Form S-1 SEC File No. 333-191587 on October 7, 2013, and incorporated by reference herein).
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7
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Joint Filing Agreement, dated November 22, 2013.
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8
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Powers of Attorney (filed as Exhibit 24 to Form 3s filed by the Reporting Persons on November 13, 2013 and incorporated by reference herein).
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