FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Flynn Gregory Grant	2. Issuer Name and Ticker or Trading Symbol

Levy Acquisition Corp [ LEVY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

444 NORTH MICHIGAN AVENUE, SUITE 3500	3. Date of Earliest Transaction (MM/DD/YYYY)

10/17/2013		
(Street)

CHICAGO, IL 60611
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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 Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	10/17/2013  	 	P	  	17250  	A	$0.006  	17250  	D  	 	
Common Stock  	11/19/2013  	 	J (1)	  	2250  	D	$0  	15000   (2)	D  	 	
Common Stock  	11/19/2013  	 	P	  	25000  	A	  (3)	25000  	I  	See footnote.   (6)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Private Placement Warrants  	$11.50  	11/19/2013  	 	G  	  	15000   	  	  (4)	  (5)	Common Stock  	15000  	$0  	15000  	D  	 	
Public Warrants  	$11.50  	11/19/2013  	 	P  	  	12500   	  	  (4)	  (5)	Common Stock  	12500  	  (3)	12500  	I  	See footnote.   (6)	

Explanation of Responses:	
(  1) 	Forfeiture to the Issuer for no consideration because the underwriter for the Issuer's initial public offering did not exercise the over-allotment option.	
(  2) 	Includes 3,750 shares which may be forfeited on the 5th anniversary of the Issuer's initial business combination, unless following the initial business combination the last sale price of the Issuer's common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like) for any 20 trading days within any 30-trading day period or the Issuer completes a liquidation, merger, stock exchange or similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like).	
(  3) 	The reported securities are included in Units purchased in the Issuer's initial public offering for $10.00 per Unit. Each Unit consists of one share of Common Stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share.	
(  4) 	The warrants will become exercisable beginning on the later of one year after issuance or 30 days after the completion of the Issuer's initial business combination.	
(  5) 	The warrants expire five years after the completion of the Issuer's initial business combinaiton or earlier upon redemption or liquidation.	
(  6) 	Held by Gregory & Julie Flynn 2002 Revocable Trust UAD 10/30/02.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Flynn Gregory Grant
444 NORTH MICHIGAN AVENUE
SUITE 3500
CHICAGO, IL 60611	X				

Signatures		
/s/ Zachary Swartz, Attorney-in-Fact		11/21/2013	
** 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 4(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.	
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