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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
GLG Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
37929X 107
(CUSIP Number)
Noam Gottesman
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
Attention: Alejandro San Miguel, Esq.
General Counsel and Corporate Secretary
(212) 224-7200
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Sey-Hyo Lee, Esq.
(212) 408-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on 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 (the Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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2 |
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of |
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10 |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Noam Gottesman |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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159,804,202 shares1 2 (See Item 5) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,314,287 shares (See Item 5) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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180,400 shares (See Item 5) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,314,287 shares (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.5% of outstanding shares of Common Stock3 (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
1 Includes 90,200 shares and 90,200 warrants held by certain investment funds managed by GLG Partners LP, of which GLG Partners Limited is the general partner. Mr. Gottesman is a managing director of GLG Partners Limited and may be deemed to have beneficial ownership of these shares. Mr. Gottesman disclaims beneficial ownership of these shares.
2 Includes an
aggregate of 159,623,802 shares held by the parties to the Voting Agreement dated as of
June 22, 2007, as amended, described in Item 6 and the VSA Parties (described below) as
parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. Mr.
Gottesman may be deemed to have beneficial ownership of these shares. Mr. Gottesman disclaims
beneficial ownership of these shares, except for the 1,314,287 shares reported in row 11 and
otherwise to the extent of his pecuniary interest therein.
3
Excludes as outstanding shares 58,900,370 shares of Common Stock into which the
Exchangeable Securities held by the Gottesman GLG Trust are exchangeable and shares of Common Stock issuable upon conversion of the Companys 5.00% convertible subordinated notes due 2014 (the Notes). Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 0.4%.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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of |
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10 |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gottesman GLG Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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New York
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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159,623,802 shares1 (See Item 5) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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61,588,542 shares (See Item 5) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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61,588,542 shares (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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19.7%of outstanding shares of Common Stock2 (See Item 5) |
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TYPE OF REPORTING PERSON |
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OO |
1 Represents an aggregate of 159,623,802 shares held by the parties to the Voting Agreement dated as of June 22, 2007, as amended, described in Item 6 and the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. The Gottesman GLG Trust may be deemed to have beneficial ownership of these shares. The Gottesman GLG Trust disclaims beneficial ownership of
these shares, except for the 61,588,542 shares reported in row 11.
2 Includes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and 2,688,172 shares of Common Stock issuable upon conversion of $10 million aggregate principal amount of the Notes held by TOMS International Ltd., a wholly owned subsidiary of the Gottesman GLG Trust.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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of |
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10 |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leslie J. Schreyer |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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506,605 shares1 (See Item 5) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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159,623,802 shares2 (See Item 5) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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62,095,147 shares (See Item 5) |
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WITH |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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62,095,147 (See Item 5) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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19.8%of outstanding shares of Common Stock3 (See Item 5) |
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TYPE OF REPORTING PERSON |
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IN |
1 Represents 180,520 shares of Common Stock and 326,085 shares of restricted stock held by Mr. Schreyer in his individual capacity.
2 Represents an aggregate of 159,623,802 shares held by the parties to the Voting Agreement dated as of June 22, 2007, as amended, described in Item 6 and the VSA Parties as parties to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4. Mr. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, may be deemed to have beneficial ownership of these shares. Mr. Schreyer,
in his capacity as trustee of the Gottesman GLG Trust and in his individual capacity, disclaims beneficial ownership of these shares, except for the 62,095,147 shares reported in row 11.
3 Includes as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable and 2,688,172 shares of Common Stock issuable upon conversion of $10 million aggregate principal amount of the Notes held by TOMS International Ltd.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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Item 1. Security and Issuer.
This Amendment No. 7 (Amendment No. 7) to the Schedule 13D dated November 13, 2007, as
amended to date (the Schedule 13D), jointly filed by Noam Gottesman, the Gottesman GLG Trust and
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust (the Gottesman Trustee)
(each a Reporting Person), relates to (1) shares of common stock, par value $.0001 per share (the
Common Stock), of GLG Partners, Inc. (the Company), (2) shares of Series A voting preferred
stock, par value $0.0001 per share, of the Company (Series A Preferred Stock), (3) Exchangeable
Class B ordinary shares of FA Sub 2 Limited, a British Virgin Islands company and subsidiary of the
Company (Exchangeable Shares) and (4) the Companys 5.00% dollar-denominated convertible
subordinated notes due May 15, 2014 (the Notes), which are exchangeable for or convertible into
shares of Common Stock. The Series A Preferred Stock and the Exchangeable Shares are referred to
collectively as the Exchangeable Securities.
This Amendment No. 7 is being filed to report the joinder of Ogier Fiduciary Services (Cayman)
Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill Trust, each a
trust established for the benefit of certain past, current or future employees and key personnel of
the Company who participate or may in the future participate in any remainder interests in the
Company equity participation plan, as a party to the Voting and Support Agreement dated as of May
17, 2010 (the Voting and Support Agreement) among Sage Summit LP, Lavender Heights Capital LP,
Pierre Lagrange, G&S Trustees Limited in its capacity as trustee of the Lagrange GLG Trust,
Emmanuel Roman, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, Noam
Gottesman, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, Jackson
Holding Services Inc., Point Pleasant Ventures Ltd. and TOMS International Ltd. (collectively, the
VSA Parties), Man Group plc (Man) and Escalator Sub 1 Inc. (Merger Sub) and the Share
Exchange Agreement dated as of May 17, 2010 (the Share Exchange Agreement) among Man and the
stockholders of the Company party thereto on June 21, 2010 and to update Item 4 below. Unless
otherwise defined in this Amendment No. 7, capitalized terms have the meanings set forth in the
Schedule 13D.
The Companys principal executive office is located at 399 Park Avenue, 38th Floor, New York,
New York 10022.
Item 4. Purpose of Transaction.
Item 4 is amended to include the following information:
On June 21, 2010, Sage Summit LP entered into an unconditional rescindable purchase agreement
with Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the
Blue Hill Trust (the Blue Hill Trust), and Lavender Heights Capital LP entered into an
unconditional rescindable purchase agreement with Ogier Fiduciary Services (Cayman) Limited, acting
solely in its capacity as trustee of the Green Hill Trust (the Green Hill Trust) (collectively,
the Purchase Agreements). Under the Purchase Agreements, Sage Summit LP and Lavender Heights
Capital LP (collectively, the LPs) each sold its entire holding of 8,460,854 shares and 5,640,570
shares of Common Stock, respectively, to the Blue Hill Trust and the Green Hill Trust
(collectively, the Trusts), respectively, in exchange for a deferred payment obligation, payable
in installments on specified dates of delivery of (A) (i) whole shares
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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of Man received by the Trusts in exchange for securities of the Company under the Share
Exchange Agreement or (ii) in lieu of all or a portion of the shares of Man described in clause (i)
above, an amount in cash equal to the net proceeds from the sale of shares of Man not otherwise
being delivered pursuant to the terms of clause (i), in ordinary sales transactions on the London
Stock Exchange, together with (B) an amount in cash equal to the cumulative value of all dividends,
distributions and other income distributed by Man in respect of the notional number of shares of
Man delivered by the Trusts to the LPs; provided, however, that the installment dates and share
amounts set forth in the Purchase Agreements may be adjusted to the extent that forfeitures and/or
reallocations of membership interests held by certain members of the LPs occur after the date of
the Purchase Agreements in accordance with the terms of the LPs limited partnership agreements, as
applicable. The LPs each have the right to rescind their respective Purchase Agreements with the
respective Trusts and reacquire the shares prior to completion of the Merger (or such other date as
agreed). By virtue of the LPs rights to rescind their respective Purchase Agreements with the
respective Trusts and reacquire the shares prior to completion of the Merger (or such other date as
agreed), each of the LPs is deemed to also have beneficial ownership of the shares held by the
Trusts, respectively, under the SEC rules for determining beneficial ownership.
By virtue of the Joinder Agreement dated as of June 21, 2010 by and among Man, Merger Sub, the
Company, the LPs and Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each
of the Trusts, each of the Trusts joined as parties to the Share Exchange Agreement and the Voting
and Support Agreement and agreed to perform the obligations of the LPs thereunder.
A copy of the Joinder Agreement is filed as an Exhibit hereto and is incorporated by reference
into this Item 4. The description of the Joinder Agreement is qualified in its entirety by
reference to the copy of the Joinder Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to include the following information:
(a) As a result of the terms of the Voting Agreement and the Voting and Support Agreement,
each of the Reporting Persons may be deemed to have acquired beneficial ownership of an aggregate
of 159,623,802 shares (including Exchangeable Securities exchangeable into 58,904,993 shares of
Common Stock and 8,064,516 shares of Common Stock issuable upon conversion of $30 million aggregate
principal amount of the Notes), which are owned directly by the parties to the Voting Agreement and
the VSA Parties or over which the parties to the Voting Agreement and the VSA Parties have the
power to vote (the Subject Shares). These Subject Shares represent approximately 50.2% of the
outstanding shares of Common Stock (assuming the exchange of all Exchangeable Securities into
Common Stock and the conversion of all $30 million aggregate principal amount of the Notes into
Common Stock held by the parties to the Voting Agreement and the VSA Parties). The Reporting
Persons expressly disclaim beneficial ownership of securities held by any other person or entity
party to the Voting Agreement and the other VSA Parties.
As of the date hereof, the Reporting Persons have the following interests in Common Stock,
Exchangeable Securities and Notes:
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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Noam Gottesman
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(i) |
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Amount beneficially owned: 1,314,287 shares (consisting of (1)
1,309,664 shares of Common Stock and (2) Exchangeable Securities which are
exchangeable for 4,623 shares of Common Stock) |
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(ii) |
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Percent of class: 0.5% of outstanding shares of Common
Stock1 |
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(iii) |
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Number of shares as to which such person has: |
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(a) |
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Sole power to vote or direct the vote: -0- |
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(b) |
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Shared power to vote or direct the vote:
159,804,202 shares (consisting of (1) 159,623,802 shares of voting
stock (including Exchangeable Securities which are exchangeable for
58,904,993 shares of Common Stock and $30 million aggregate principal
amount of the Notes which are convertible into 8,064,516 shares of
Common Stock) held by the parties to the Voting Agreement and the VSA
Parties and (2) 90,200 shares and 90,200 warrants held by certain
investment funds managed by GLG Partners LP)2 3 |
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(c) |
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Sole power to dispose or direct the
disposition: 1,314,287 shares (consisting of (1) 1,309,664 shares of
Common Stock and (2) Exchangeable Securities which are exchangeable for
4,623 shares of Common Stock) |
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(d) |
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Shared power to dispose or direct the
disposition: 180,400 shares (consisting of 90,200 shares and 90,200
warrants)3 |
Gottesman GLG Trust
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(i) |
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Amount beneficially owned: 61,588,542 shares (consisting of (1)
Exchangeable Securities which are exchangeable for 58,900,370 shares of Common
Stock and (2) $10 million aggregate principal amount of the Notes, which are
convertible into 2,688,172 shares of Common Stock, held by TOMS International
Ltd.) |
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1 |
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Excludes as outstanding shares 58,900,370
shares of Common Stock into which the Exchangeable Securities held by the
Gottesman GLG Trust are exchangeable and shares of Common Stock issuable upon
conversion of the Notes. Including as outstanding shares 58,904,993 shares of
Common Stock into which all Exchangeable Securities are exchangeable, the
percentage would be 0.4%. |
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2 |
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The 159,623,802 shares are held by the parties
to the Voting Agreement dated as of June 22, 2007, as amended, described in
Item 6 and the VSA Parties as parties to the Voting and Support Agreement dated
as of May 17, 2010 described in Item 4. Mr. Gottesman may be deemed to have
beneficial ownership of these shares. Mr. Gottesman disclaims beneficial
ownership of these shares, except for the 1,314,287 shares reported in (i)
above and otherwise to the extent of his pecuniary interest therein. |
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3 |
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The 90,200 shares and 90,200 warrants are held
by certain investment funds managed by GLG Partners LP, of which GLG Partners
Limited is the general partner. Mr. Gottesman is a managing director of GLG
Partners Limited and may be deemed to have beneficial ownership of these
shares. Mr. Gottesman disclaims beneficial ownership of these shares. |
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
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(ii) |
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Percent of class: 19.7% of outstanding shares of Common
Stock4 |
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(iii) |
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Number of shares as to which such person has: |
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(a) |
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Sole power to vote or direct the vote: -0- |
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(b) |
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Shared power to vote or direct the vote:
159,623,802 shares (consisting of 159,623,802 shares of voting stock
(including (1) Exchangeable Securities which are exchangeable for
58,904,993 shares of Common Stock and (2) $30 million aggregate
principal amount of the Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to the Voting Agreement and
the VSA
Parties)5 |
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(c) |
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Sole power to dispose or direct the
disposition: 61,588,542 shares (consisting of (1) Exchangeable
Securities which are exchangeable for 58,900,370 shares of Common Stock
and (2) $10 million aggregate principal amount of the Notes, which are
convertible into 2,688,172 shares of Common Stock, held by TOMS
International Ltd.) |
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(d) |
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Shared power to dispose or direct the
disposition: -0- |
Leslie J. Schreyer
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(i) |
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Amount beneficially owned: 62,095,147 shares (consisting of (1)
Exchangeable Securities which are exchangeable for 58,900,370 shares of Common
Stock held by Mr. Schreyer in his capacity as trustee of the Gottesman GLG
Trust, (2) $10 million aggregate principal amount of the Notes, which are
convertible into 2,688,172 shares of Common Stock, held by TOMS International
Ltd. and (3) 180,520 shares of Common Stock and 326,085 shares of restricted
stock held by Mr. Schreyer in his individual capacity) |
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(ii) |
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Percent of class: 19.8% of outstanding shares of Common
Stock6 |
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(iii) |
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Number of shares as to which such person has: |
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4 |
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Includes as outstanding shares 58,904,993
shares of Common Stock into which all Exchangeable Securities are exchangeable
and 2,688,172 shares of Common Stock issuable upon conversion of $10 million
aggregate principal amount of the Notes held by TOMS International Ltd. |
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5 |
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The 159,623,802 shares are held by the parties
to the Voting Agreement dated as of June 22, 2007, as amended, described in
Item 6 and the VSA Parties as parties to the Voting and Support Agreement dated
as of May 17, 2010 described in Item 4. The Gottesman GLG Trust may be deemed
to have beneficial ownership of these shares. The Gottesman GLG Trust
disclaims beneficial ownership of these shares, except for the 61,588,542
shares reported in (i) above. |
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6 |
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Includes as outstanding shares 58,904,993
shares of Common Stock into which all Exchangeable Securities are exchangeable
and 2,688,172 shares of Common Stock issuable upon conversion of $10 million
aggregate principal amount of the Notes held by TOMS International Ltd. |
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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9 |
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10 |
Pages |
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(a) |
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Sole power to vote or direct the vote: 506,605
shares (consisting of 180,520 shares of Common Stock and 326,085 shares
of restricted stock held by Mr. Schreyer in his individual capacity) |
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(b) |
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Shared power to vote or direct the vote:
159,623,802 shares (consisting of 159,623,802 shares of voting stock
(including (1) Exchangeable Securities which are exchangeable for
58,904,993 shares of Common Stock and (2) $30 million aggregate
principal amount of the Notes, which are convertible into 8,064,516
shares of Common Stock held by the parties to the Voting Agreement and
the VSA
Parties)7 |
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(c) |
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Sole power to dispose or direct the
disposition: 62,095,147 shares (consisting of (1) Exchangeable
Securities which are exchangeable for 58,900,370 shares of Common Stock
held by Mr. Schreyer in his capacity as trustee of the Gottesman GLG
Trust, (2) $10 million aggregate principal amount of the Notes, which
are convertible into 2,688,172 shares of Common Stock, held by TOMS
International Ltd. and (3) 180,520 shares of Common Stock and 326,085
shares of restricted stock held by Mr. Schreyer in his individual
capacity) |
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(d) |
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Shared power to dispose or direct the
disposition: -0- |
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Item 6. |
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Contracts, Arrangements Understandings or Relationships with Respect to Securities of
the Issuer. |
Item 6 is amended to add the following information:
Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill
Trust and the Green Hill Trust, joined as a party to the Voting and Support Agreement on June 21,
2010.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1. |
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Joinder Agreement dated as of June 21, 2010 by and among Ogier Fiduciary Services
(Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust and the Green Hill
Trust, Sage Summit LP, Lavender Heights Capital LP, Man, Merger Sub and the Company included
as Exhibit 3 to the Schedule 13D filed by the Blue Hill Trust, the Green Hill Trust and Ogier
Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of the Blue Hill Trust
and the Green Hill Trust, is incorporated herein by reference. |
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7 |
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The 159,623,802 shares are held by the parties
to the Voting Agreement dated as of June 22, 2007, as amended, described in
Item 6 and the VSA Parties as parties to the Voting and Support Agreement dated
as of May 17, 2010 described in Item 4. Mr. Schreyer, in his capacity as
trustee of the Gottesman GLG Trust, may be deemed to have beneficial ownership
of these shares. Mr. Schreyer, in his capacity as trustee of the Gottesman GLG
Trust and in his individual capacity, disclaims beneficial ownership of these
shares, except for the 62,095,147 shares reported in (i) above. |
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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10 |
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of |
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10 |
Pages |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby
certify that the information set forth in this statement is true, complete and correct.
Dated:
June 28, 2010
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/s/ Alejandro San Miguel
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Alejandro San Miguel |
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Attorney-in-Fact for Noam Gottesman |
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/s/ Alejandro San Miguel
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Alejandro San Miguel |
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Attorney-in-Fact for Leslie J. Schreyer, in his
capacity as trustee of the Gottesman GLG Trust |
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/s/ Alejandro San Miguel
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Alejandro San Miguel |
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Attorney-in-Fact for Leslie J. Schreyer |
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