SEC FORM 3 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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2015
3. Issuer Name and Ticker or Trading Symbol
Harmony Merger Corp. [ HRMNU ]
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)
Form filed by One Reporting Person
X 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, par value $0.0001 per share(1) 1,540,000 D(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Redeemable Warrants(1) (3) (4) Common Stock 1,540,000 11.5 D
1. Name and Address of Reporting Person*
K2 PRINCIPAL FUND, L.P.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kimel Shawn

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shawn Kimel Investments, Inc.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 & Associates Investment Management Inc.

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 GENPAR 2009 INC

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
K2 GENPAR LP

(Last) (First) (Middle)
2 BLOOR STREET WEST
SUITE 801

(Street)
TORONTO A6 M4W 3E2

(City) (State) (Zip)
Explanation of Responses:
1. Represents securities underlying 1,540,000 units of the Issuer ("Units"). Each Unit consists of one share of common stock and one redeemable warrant ("Warrant") to purchase one share of common stock.
2. The reported securities are owned directly by the K2 Principal Fund, L.P. (the "Fund"), and indirectly by: K2 GenPar L.P., the general partner of the Fund (the "GP"), K2 GenPar 2009 Inc., the general partner of the GP ("GenPar 2009"), Shawn Kimel Investments Inc., which owns 100% of the equity interests in GenPar 2009 ("SKI"), and Shawn Kimel, the sole owner of SKI. SKI owns 66.5% of the equity interests of K2 & Associates Investment Management Inc. ("K2 & Associates"). K2 & Associates is the investment manager of the Fund. Shawn Kimel, through his ownership of SKI and his being president of each of SKI, the GP, GenPar2009 and K2 & Associates, control the voting and disposition of the securities referred to herein.
3. Each Warrant will become exercisable on the later of 30 days after the completion of an initial business combination and March 23, 2016.
4. Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.
/s/ Shawn Kimel, President, K2 PRINCIPAL FUND, L.P. 05/05/2015
/s/ Shawn Kimel, President, K2 GENPAR, L.P. 05/05/2015
/s/ Shawn Kimel, President, K2 GENPAR 2009 INC 05/05/2015
/s/ Shawn Kimel, President, SHAWN KIMEL INVESTMENTS, INC. 05/05/2015
/s/ Shawn Kimel, President, K2 & ASSOCIATES INVESTMENT MANAGEMENT INC 05/05/2015
/s/ Shawn Kimel, In his individual capacity 05/05/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.