Filing Details

Name of Issuer:

Legacy Acquisition Corp.

Address of Issuer’s Principal Executive Offices:

1308 Race Street, Suite 200, Cincinnati, Ohio 45202

Name of Person Filing:

This Schedule 13G is filed on behalf of the following Reporting Persons:

(i)        Legacy Acquisition Sponsor I LLC

(ii)       Edwin J. Rigaud

Address of Principal Business Office, or, if none, Residence:

c/o Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202

Citizenship:

Legacy Acquisition Sponsor I LLC is a Delaware limited liability company and Mr. Rigaud is a citizen of the United States of America.

Title of Class of Securities:

Class A common stock, par value $0.0001 per share, of the Issuer

CUSIP Number:

524643103

(a)

Amount beneficially owned:

Legacy Acquisition Sponsor I LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the issuer 8,625,000 shares of Class F common stock (the “Class F common stock”), of which up to 1,125,000 shares were subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities did not exercise in full their over-allotment option as described in the issuer's registration statement. On November 27, 2017, the underwriters’ notified the Issuer that they would not exercise the overallotment option and, as such, the 1,125,000 shares that were subject to forfeiture were forfeited as of the closing of the Issuer’s initial public offering on November 21, 2017, resulting in the Sponsor’s ownership of 7,500,000 shares of Class F common stock. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation.

Upon the closing of the Issuer’s initial public offering on November 21, 2017, the Sponsor acquired 17,500,000 warrants at $0.50 per warrant in a private placement (the “Private Placement Warrants”). Each Private Placement Warrant entitles the Sponsor to purchase one-half of one share of Class A common stock at $5.75 ($11.50 per whole share). The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Issuer’s initial business combination and will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. Accordingly, the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are not exercisable within 60 days of this Schedule 13G and are not reported in this Schedule 13G. The Private Placement Warrants have terms and provisions that are identical to those of the warrants that were sold as part of the units in the Issuer’s initial public offering and have no net cash settlement provisions.

Mr. Rigaud is the Issuer's Chairman and Chief Executive Officer, is the managing member of the Sponsor and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Rigaud may be deemed to have beneficial ownership of such shares.

Percent of class:

The 7,500,000 shares of Class F common stock held by Sponsor represent 20.0% of the total shares of Class A common stock issued an outstanding as of March 20, 2018, based on (i) 7,500,000 shares of Class F common stock issued and outstanding as of such date, and (ii) 30,000,000 shares of Class A common stock issued and outstanding as of such date (which includes shares of Class A common stock underlying the units sold in the registrant’s initial public offering, and of which 9,715,292 shares of Class A common stock trade separately), as reported in the issuer’s Annual Report on Form 10-K for the annual period ended December 31, 2017, filed on March 29, 2018. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. See also Item 4(a) above.

Number of shares as to which the person has:

Sole power to vote or to direct the vote: -0-

Shared power to vote or to direct the vote: 7,500,000

Sole power to dispose or to direct the disposition of: -0-

Shared power to dispose or to direct the disposition of: 7,500,000

The Sponsor directly holds the securities reported in this Schedule 13G and shares voting and dispositive power of the securities held by the Sponsor with Mr. Rigaud. Mr. Rigaud is the Issuer's Chairman and Chief Executive Officer, is the managing member of the Sponsor and has the sole voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Rigaud may be deemed to have beneficial ownership of such shares and voting and dispositive power of the securities held by the Sponsor.

Not applicable.

See Item 4 above.

Not applicable.

The Reporting Persons have agreed to file this Schedule 13G with respect to their ownership of Class A common stock. See Item 4 above and Exhibit 1 to this Schedule 13G.

Not applicable.

Not applicable.