Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HENNESSY DANIEL J
   2. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Acquisition Corp II [HCACU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O HENNESSY CAPITAL ACQUISITION CORP II, 700 LOUSIANA STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
08/04/2015
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/04/2015   J   41,273 (1) D $ 0 (1) 4,549,977 I See Footnote (2) (3)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HENNESSY DANIEL J
C/O HENNESSY CAPITAL ACQUISITION CORP II
700 LOUSIANA STREET, SUITE 900
HOUSTON, TX 77002		   X   X   Chief Executive Officer  
Hennessy Capital Partners II LLC
700 LOUISIANA STREET, SUITE 900
HOUSTON, TX 77002		       Sponsor
Hennessy Capital LLC
10 SOUTH WACKER DRIVE
SUITE 3175
CHICAGO, IL 60606		       MGR of Hennessy Cap Partner II

Signatures

 /s/ Daniel J. Hennessy   08/06/2015
**Signature of Reporting Person Date
 /s/ Daniel J. Hennessy Managing Member of Hennessy Capital Partners II LLC, as Managing Member of Hennessy Capital LLC   08/06/2015
**Signature of Reporting Person Date
 /s/ Daniel J. Hennessy Managing Member of Hennessy Capital LLC   08/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As contemplated in connection with the initial public offering of Hennessy Capital Acquisition Corp. II (the "Issuer"), 41,273 shares of common stock, par value $0.0001 per share, were returned to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
(2) These shares represent common stock held by Hennessy Capital Partners II LLC ("HCP"), acquired pursuant to a subscription agreement dated as of April 29, 2015 by and among HCP and the Issuer. Daniel J. Hennessy, the Chairman and Chief Executive Officer of the Issuer, is the sole managing member of Hennessy Capital LLC, the sole managing member of HCP. Mr. Hennessy has sole voting and dispositive control over the shares held by HCP and may be deemed the beneficial owner of such shares.
(3) Mr. Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

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