SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ACKERMAN RICHARD

(Last)

(First)

(Middle)

C/O BIG ROCK PARTNERS ACQUISITION CORP.

2645 N. FEDERAL HIGHWAY SUITE 230

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2018		S		1,500,000	D	⁽¹⁾	225,000	I	Big Rock Partners Sponsor, LLC⁽²⁾
Common Stock								272,500⁽³⁾	I	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ACKERMAN RICHARD

(Last)

(First)

(Middle)

C/O BIG ROCK PARTNERS ACQUISITION CORP.

2645 N. FEDERAL HIGHWAY SUITE 230

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

1. Name and Address of Reporting Person^*

Big Rock Partners Sponsor, LLC

(Last)

(First)

(Middle)

2645 N. FEDERAL HIGHWAY

SUITE 230

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

Explanation of Responses:

1. Pursuant to the Agreement among Big Rock Partners Acquisition Corp. (the "Issuer"), Big Rock Partners Sponsor, LLC (the "Sponsor") and BRAC Lending Group LLC (the "Investor"), the Sponsor transferred 1,500,000 shares of common stock of the Issuer in exchange for the terms set forth in the Agreement and an aggregate cash consideration of $1.00. For a description and copy of the Agreement, see the Issuer's Form 8-K filed with the SEC on 11/20/2018.

2. Mr. Ackerman is the Issuer's President, Chairman and Chief Executive Officer and the managing member of 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 units of the Issuer. 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.

	/s/ Richard Ackerman	11/20/2018
	/s/ Richard Ackerman, Managing Partner	11/20/2018
	** Signature of Reporting Person	Date
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).
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