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Woodland Partners – ‘SC 13G/A’ on 9/9/16 re: Garnero Group Acquisition Co

On: Friday, 9/9/16, at 5:09pm ET · Accession #: 930413-16-8159 · File #: 5-88216

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/09/16  Woodland Partners                 SC 13G/A               1:129K Garnero Group Acquisition Co      Command Financial

Amendment to Statement of Beneficial Ownership — Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML     71K

This is an HTML Document rendered as filed. [ Alternative Formats ]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

(Amendment No. 1 )*

Garnero Group Acquisition Company

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

	G5866L108
	(CUSIP Number)

	July 26, 2016
	(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)
	x	Rule 13d-1(c)
	o	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 the disclosures provided in a prior cover page.

The information required in 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).

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Woodland Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page

2 of 13

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Barry Rubenstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

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 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Marilyn Rubenstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

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 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Woodland Venture Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Seneca Ventures
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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</PAGE>

CUSIP No. G5866L108

13G

1	NAMES OF REPORTING PERSONS Woodland Services Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o

	(b) o

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

Number of Shares Beneficially Owned By Each Reporting Person With	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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</PAGE>

Item 1.

	(a)	Name of Issuer:

		Garnero Group Acquisition Company

	(b)	Address of Issuer’s Principal Executive Offices:

		Av Brig. Faria Lima
		1485-19 Andar
		Brasilinvest Plaza CEP 01452-002
		Sao Paulo, Brazil

Item 2.

1.	(a)	Name of Person Filing:	Woodland Partners
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545
	(c)	Place of Organization:	New York
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

2.	(a)	Name of Person Filing:	Barry Rubenstein
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545
	(c)	Citizenship:	United States
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

3.	(a)	Name of Person Filing:	Marilyn Rubenstein
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545
	(c)	Citizenship:	United States
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

4.	(a)	Name of Person Filing:	Woodland Venture Fund
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545

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	(c)	Place of Organization:	New York
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

5.	(a)	Name of Person Filing:	Seneca Ventures
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545
	(c)	Place of Organization:	New York
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

6.	(a)	Name of Person Filing:	Woodland Services Corp.
	(b)	Address of Principal Business
		Office, or, if None, Residence:
			68 Wheatley Road
			Brookville, New York 11545
	(c)	Place of Organization:	New York
	(d)	Title of Class of Securities:	Ordinary Shares, par value $0.0001
	(e)	CUSIP Number:	G5866L108

Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	o	An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G).
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of1940 (15 U.S.C. 80a-3).
	(j)	o	A non-U.S. institution in accordance with §240.13d-(b)(1)(ii)(J).
	(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

	If filing is a non-U.S. institution in accordance with §240.13d-(b)(1)(ii)(J) please specify the type of institution.

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Item 4.	Ownership.

1.	Woodland Partners:
	(a)	Amount beneficially owned: 0 shares.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

2.	Barry Rubenstein:
	(a)	Amount beneficially owned: 0 shares. Barry Rubenstein is a general partner of Woodland Partners, Woodland Venture Fund and Seneca Ventures, and an officer and director of Woodland Services Corp. Barry Rubenstein is the husband of Marilyn Rubenstein.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

3.	Marilyn Rubenstein:
	(a)	Amount beneficially owned: 0 shares. Marilyn Rubenstein is a general partner of Woodland Partners and an officer of Woodland Services Corp. Marilyn Rubenstein is the wife of Barry Rubenstein.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

4.	Woodland Venture Fund:
	(a)	Amount beneficially owned: 0 shares.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

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</PAGE>

5.	Seneca Ventures:
	(a)	Amount beneficially owned: 0 shares.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

6.	Woodland Services Corp.:
	(a)	Amount beneficially owned: 0 shares. Woodland Services Corp. is a general partner of Seneca Ventures and Woodland Venture Fund.
	(b)	Percent of class: 0%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0 shares.
		(ii)	Shared power to vote or to direct the vote: 0 shares.
		(iii)	Sole power to dispose or to direct the disposition of: 0 shares.
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares.

	Exhibit A, a Joint Filing Agreement, was previously filed with a Schedule 13G, dated June 23, 2016.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

Instruction:

Dissolution of a group requires a response to this item.

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 Persons.

	Not Applicable.

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Item 8.	Identification and Classification of Members of the Group.

	Not Applicable.

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.	Certification.

	By signing below each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 8, 2016

	WOODLAND PARTNERS

	By:	/s/ *Barry Rubenstein*
		Barry Rubenstein, a General Partner

	/s/ *Barry Rubenstein*
	Barry Rubenstein

	/s/ *Marilyn Rubenstein*
	Marilyn Rubenstein

	WOODLAND VENTURE FUND

	By:	/s/ *Barry Rubenstein*
		Barry Rubenstein, a General Partner

	SENECA VENTURES

	By:	/s/ *Barry Rubenstein*
		Barry Rubenstein, a General Partner

	WOODLAND SERVICES CORP.

	By:	/s/ *Barry Rubenstein*
		Barry Rubenstein, President

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Page 13 of 13

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	9/9/16			4
	9/8/16	13
	7/26/16	1		4
	6/23/16	11		3, 4, 8-K, DEF 14A, DEFA14A
				List all Filings

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Filing Submission 0000930413-16-008159 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Woodland Partners – ‘SC 13G/A’ on 9/9/16 re: Garnero Group Acquisition Co

On: Friday, 9/9/16, at 5:09pm ET · Accession #: 930413-16-8159 · File #: 5-88216

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Amendment to Statement of Beneficial Ownership — Sch. 13GFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Sch. 13G
Filing Table of Contents