SEC FORM 3

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^*

SCHWARZ JEFFREY E

(Last)

(First)

(Middle)

499 PARK AVE, 12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2018

3. Issuer Name and Ticker or Trading Symbol
HL Acquisitions Corp. [ HCCH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Ordinary Shares	668,013⁽¹⁾	I	By HL Acquisitions Holdings LLC⁽²⁾
Ordinary Shares	426,840⁽³⁾	I	By Metropolitan Capital Partners V LLC⁽⁴⁾
Ordinary Shares	105,882⁽⁵⁾	I	By Jeffrey Schwarz Children's Trust⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants	⁽⁷⁾	⁽⁸⁾	Ordinary Shares	⁽⁹⁾	$11.5	I	By Metropolitan Capital Partners V LLC⁽⁴⁾
Warrants	⁽⁷⁾	⁽⁸⁾	Ordinary Shares	⁽¹⁰⁾	$11.5	I	By Jeffrey Schwarz Children's Trust⁽⁶⁾
Warrants	⁽⁷⁾	⁽⁸⁾	Ordinary Shares	⁽¹¹⁾	$11.5	I	By HL Acquisitions Holdings LLC⁽²⁾

Explanation of Responses:

1. Includes up to 87,132 ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised.

2. Represents securities held by HL Acquisitions Holdings LLC, an entity of which Mr. Schwarz is managing member. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein.

3. Includes up to 55,675ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised.

4. Represents securities held by Metropolitan Capital Partners V, LLC, an entity controlled by Mr. Schwarz. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein.

5. Includes up to 13,811 ordinary shares which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full or expires unexercised.

6. Represents securities held by the Jeffrey Schwarz Children's Trust, a trust for the benefit of Mr. Schwarz's children. Mr. Schwarz has voting and dispositive power over the securities held by this entity. Mr. Schwarz disclaims beneficial interest of such securities except to the extent of his ultimate pecuniary interest therein.

7. The warrants will become exercisable on the later of the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering offering.

8. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.

9. Metropolitan Capital Partners V, LLC has committed to purchase up to a maximum of 1,355,224 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full.

10. The Jeffrey Schwarz Children's Trust has committed to purchase up to a maximum of 320,674 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full.

11. HL Acquisitions Holdings LLC has committed to purchase up to a maximum of 293,950 warrants in connection with the initial public offering assuming the over-allotment option is exercised in full.

Remarks:

	Jeffrey E. Schwarz	06/27/2018
	** 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 5 (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).
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