NRX Pharmaceuticals, Inc. — Director's Dealing 2017

Dec 5, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Big Rock Partners Acquisition Corp. (BRPAU)
CIK: 0001719406
Period of Report: 2017-11-20

Reporting Person: ACKERMAN RICHARD (N/A)
Reporting Person: Big Rock Partners Sponsor, LLC (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1725000	Indirect
Common Stock	250000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Right to receive common stock	$		Common Stock (25000)		Indirect
Warrant	$11.50		Common Stock (125000)		Indirect

Footnotes

F1: On November 20, 2017, the issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 287,500 shares, for an aggregate total ownership of 1,725,000 shares. The 1,725,000 shares includes 225,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters in the issuer's initial public offering do not exercise their over-allotment option.

F2: Mr. Ackerman is the issuer's President, Chairman and Chief Executive Officer and the managing member of Big Rock Partners Sponsor, LLC (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.

F3: Represents securities underlying 250,000 units of the issuer, which units, prior to the effective date of the registration statement relating to the issuers initial public offering, the Sponsor irrevocably committed to purchase. 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. The purchase of these units was made on a private placement basis and consummated simultaneously with the consummation of the issuer's initial public offering on November 22, 2017.

F4: Each right entitles the holder to receive one-tenth (1/10) of one share of common stock upon consummation of the issuer's initial business combination.

F5: If the issuer fails to consummate an initial business combination within 12 months (or up to 18 months from the closing of the issuer's initial public offering, if the issuer extends the period of time to consummate a business combination as described in its amended and restated certificate of incorporation), the issuer will be dissolved and the rights will expire worthless.

F6: Each whole warrant 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.

F7: Each warrant will expire on the fifth anniversary of the completion of the issuer's initial business combination, or earlier upon redemption or liquidation.