UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hennessy Capital Acquisition Corp. II
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
42588J100
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42588J100
| ||
| 1. | Names of Reporting Persons
Hennessy Capital Partners II LLC
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware
| |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 4,549,977
|
| 6. | Shared Voting Power 0
| |
| 7. | Sole Dispositive Power 4,549,977
| |
| 8. | Shared Dispositive Power 0
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,549,977
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. | Percent of Class Represented by Amount in Row (9) 18.2%
| |
| 12. | Type of Reporting Person (See Instructions) OO
|
| 2 |
CUSIP No. 42588J100
| ||
| 1. | Names of Reporting Persons
Hennessy Capital LLC
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware
| |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 0
|
| 6. | Shared Voting Power 4,549,977
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 4,549,977
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,549,977
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. | Percent of Class Represented by Amount in Row (9) 18.2%
| |
| 12. | Type of Reporting Person (See Instructions) OO
|
| 3 |
CUSIP No. 42588J100
| ||
| 1. | Names of Reporting Persons
Daniel J. Hennessy
| |
| 2. | Check the Appropriate Box if a Member of a Group(See Instructions) (a) ☐ (b) ☐
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United States
| |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 0
|
| 6. | Shared Voting Power 4,549,977
| |
| 7. | Sole Dispositive Power 0
| |
| 8. | Shared Dispositive Power 4,549,977
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,549,977
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |
| 11. | Percent of Class Represented by Amount in Row (9) 18.2%*
| |
| 12. | Type of Reporting Person (See Instructions) IN
|
* Hennessy Capital LLC is the managing member of Hennessy Capital Partners II LLC. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by Hennessy Capital Partners II LLC and has sole voting and dispositive control over such shares.
| 4 |
| Item 1(a). | Name of Issuer |
| Hennessy Capital Acquisition Corp. II (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
700 Louisiana Street, Suite 900 Houston, Texas 77002 | |
| Item 2(a). | Names of Persons Filing |
| This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
| (i) | Hennessy Capital Partners II LLC | |
| (ii) | Hennessy Capital LLC | |
| (iii) | Daniel J. Hennessy |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The address of the principal business and principal office of each of the Reporting Persons is Hennessy Capital LLC, 3485 N. Pines Way, Suite 110, Wilson, WY 83014. | |
| Item 2(c). | Citizenship |
| (i) | Hennessy Capital Partners II LLC is a limited liability company formed in the State of Delaware. | |
| (ii) | Hennessy Capital LLC is a limited liability company formed in the State of Delaware. | |
| (ii) | Daniel J. Hennessy is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.0001 par value per share. | |
| Item 2(e). | CUSIP Number |
| 42588J100 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| 5 |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ☐ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
| Item 4. | Ownership
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The reporting persons own an aggregate of 4,549,977 shares of the Issuer’s common stock, representing 18.2% of the total common stock issued and outstanding. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| Not Applicable |
| 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: January 25, 2016
|
HENNESSY CAPITAL PARTNERS II LLC, a Delaware limited liability company | ||
| By: |
HENNESSY CAPITAL LLC, a Delaware limited liability company, as the managing member of Hennessy Capital Partners II LLC | |
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Managing Member |
| HENNESSY CAPITAL LLC, a Delaware limited liability company | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Managing Member | |
| /s/ Daniel J. Hennessy | |
| Daniel J. Hennessy |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
| 7 |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of Hennessy Capital Acquisition Corp. II, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 25, 2016.
|
HENNESSY CAPITAL PARTNERS II LLC, a Delaware limited liability company | ||
| By: |
HENNESSY CAPITAL LLC, | |
| a Delaware limited liability company, as the managing member of Hennessy Capital Partners II LLC | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Managing Member |
| HENNESSY CAPITAL LLC, a Delaware limited liability company | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Managing Member | |
| /s/ Daniel J. Hennessy | |
| Daniel J. Hennessy |
| /s/ Daniel J. Hennessy | |
| Daniel J. Hennessy |