| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avista Healthcare Public Acquisition Corp. [ AHPA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 11/25/2016 | J(2) | 700,000 | (1) | (1) | Class A Ordinary Shares | 700,000 | (2) | 6,040,000 | D(3)(4)(5) | ||||
| Class B Ordinary Shares | (1) | 11/28/2016 | S | 161,180 | (1) | (1) | Class A Ordinary Shares | 161,180 | $0.003 | 5,878,820 | D(3)(4)(5) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Amended and Restated Memorandum and Articles of Association (the "Articles") of the Issuer, the Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's Business Combination, as defined in the Articles, on a one-for-one basis, subject to adjustment, and have no expiration date. |
| 2. 700,000 shares of the Class B Shares were forfeited by Avista Acquisition Corp. (the "Sponsor") to the Issuer at no cost in connection with the underwriters' election not to exercise the remaining unused portion of the over-allotment option, as described in the Issuer's registration statement on Form S-1 (File No. 333-213465). Any indirect forfeitures by Thompson Dean and David Burgstahler (see footnote 3) are exempt transactions pursuant to Rule 16b-3(e) under the Exchange Act. |
| 3. Directly owned by Sponsor. The sole shareholder of Sponsor is Avista Acquisition, LLC ("Avista Acquisition"). Thompson Dean and David Burgstahler are the managers of Avista Acquisition (and, together with Sponsor, Messrs. Dean and Burgstahler are the "Reporting Persons"). |
| 4. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 5. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| Exhibit 99.1 Joint Filer Information, incorporated herein by reference. |
| /s/ Benjamin Silbert, Attorney-in-Fact for Avista Acquisition Corp. | 11/29/2016 | |
| /s/ Benjamin Silbert, Attorney-in-Fact for Avista Acquisition, LLC. | 11/29/2016 | |
| /s/ Benjamin Silbert, Attorney-in-Fact for Thompson Dean | 11/29/2016 | |
| /s/ Benjamin Silbert, Attorney-in-Fact for David Burgstahler | 11/29/2016 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Avista Acquisition, LLC
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Address of Joint Filer:
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c/o Avista Healthcare Public Acquisition Corp.
65 East 55th Street
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18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Avista Healthcare Public Acquisition Corp. [AHPA]
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Date of Event Requiring Statement:
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(Month/Day/Year):
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11/25/2016
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Designated Filer:
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Avista Acquisition Corp.
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Name of Joint Filer:
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Thompson Dean
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Address of Joint Filer:
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c/o Avista Healthcare Public Acquisition Corp.
65 East 55th Street
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18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director; 10% Owner; Officer (Executive Chairman)
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Issuer Name and Ticker or Trading Symbol:
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Avista Healthcare Public Acquisition Corp. [AHPA]
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Date of Event Requiring Statement:
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(Month/Day/Year):
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11/25/2016
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Designated Filer:
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Avista Acquisition Corp.
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Name of Joint Filer:
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David Burghstahler
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Address of Joint Filer:
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c/o Avista Healthcare Public Acquisition Corp.
65 East 55th Street
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18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director; 10% Owner; Officer (President and Chief Executive Officer)
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Issuer Name and Ticker or Trading Symbol:
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Avista Healthcare Public Acquisition Corp. [AHPA]
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Date of Event Requiring Statement:
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(Month/Day/Year):
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11/25/2016
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Designated Filer:
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Avista Acquisition Corp.
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