SEC FORM 3

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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^*

Barington Companies Advisors, LLC

(Last)

(First)

(Middle)

888 SEVENTH AVENUE, 17TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2015

3. Issuer Name and Ticker or Trading Symbol
BARINGTON/HILCO ACQUISITION CORP. [ BHACU ]

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

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

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)
Common Stock	528,875⁽¹⁾	I	See Footnote⁽¹⁾
Common Stock	122,500⁽²⁾	I	See Footnote⁽²⁾

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)
Warrant	⁽³⁾	⁽⁴⁾	Common Stock	61,250	$12.5	I	See Footnote⁽²⁾
Right	⁽⁵⁾	⁽⁶⁾	Common Stock	12,250	⁽⁷⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Includes holder's pro rata portion of the 150,000 insider shares that are subject to forfeiture to the extent that the underwriter's over-allotment option in the Company's initial public offering is not fully exercised.

2. Represents the shares of common stock underlying the 122,500 Units of the Issuer that Barington Companies Advisors, LLC committed to purchase prior to the effective date of the registration statement relating to the Issuer's initial public offering. Each unit ("Unit") consists of one share of common stock, one right ("Right") to automatically receive one-tenth of one share of common stock upon consummation of the Issuer's initial business combination and one warrant ("Warrant") for the purchase of one-half of one share of common stock at a price of $12.50 per full share. The purchase of these Units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.

3. Latter of (i) Completion of initial business combination and (ii) 12 months from date of prospectus.

4. 3 years after completion of initial business combination.

5. Each Right entitles the holder to automatically receive one-tenth (1/10) of one share of the Issuer's common stock upon consummation of the Issuer's initial business combination.

6. If the Issuer fails to consummate an initial business combination within eighteen (18) months from the closing of the Issuer's initial public offering (or twenty-four (24) months from the closing of the initial public offering if certain criteria are met), the Issuer will be dissolved and the Rights will expire worthless.

7. N/A

	/s/ James A. Mitarotonda, Managing Member	02/05/2015
	** 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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