UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GLG Partners, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
37929X 107
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(CUSIP Number)
Emmanuel Roman
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 15, 2009
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(Date of Event which Requires Filing of this Statement)
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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.
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.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 2 of 15 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Emmanuel Roman
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
167,721,346 shares(1)(2) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
350,162 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
780,400 shares (See Item 5)
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,162 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% of outstanding shares of Common Stock(3) (See Item 5)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------- ---------------------------------------------------------------------
(1) Includes 390,200 shares and 390,200 warrants held by certain investment
funds managed by GLG Partners LP, of which GLG Partners Limited is the
general partner. Mr. Roman is a managing director of GLG Partners Limited
and may be deemed to have beneficial ownership of these shares. Mr. Roman
disclaims beneficial ownership of these shares.
(2) Includes an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mr. Roman
may be deemed to have beneficial ownership of these shares. Mr. Roman
disclaims beneficial ownership of these shares, except for the 350,162
shares reported in row 11 and otherwise to the extent of his pecuniary
interest therein.
(3) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and shares of Common Stock
issuable upon conversion of the Company's 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 0.1%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 3 of 15 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roman GLG Trust
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
19,332,136 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,332,136 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% of outstanding shares of Common Stock(2) (See Item 5)
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14 TYPE OF REPORTING PERSON
OO
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(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. The Roman
GLG Trust may be deemed to have beneficial ownership of these shares. The
Roman GLG Trust disclaims beneficial ownership of these shares, except for
the 19,332,136 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and includes as outstanding
shares 1,344,086 shares of Common Stock issuable upon conversion of $5
million aggregate principal amount of the Notes held by Jackson Holding
Services Inc., a wholly owned subsidiary of the Roman GLG Trust. Including
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable and 1,344,086 shares of Common
Stock issuable upon conversion of $5 million aggregate principal amount of
the Notes held by Jackson Holding Services Inc., the percentage would be
6.3%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 4 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Robins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
19,332,136 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,332,136 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% of outstanding shares of Common Stock(2) (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Jeffrey A.
Robins, in his capacity as trustee of the Roman GLG Trust, may be deemed to
have beneficial ownership of these shares. Jeffrey A. Robins, in his
capacity as trustee of the Roman GLG Trust and in his individual capacity,
disclaims beneficial ownership of these shares, except for the 19,332,136
shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and includes as outstanding
shares 1,344,086 shares of Common Stock issuable upon conversion of $5
million aggregate principal amount of the Notes held by Jackson Holding
Services Inc. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 1,344,086
shares of Common Stock issuable upon conversion of $5 million aggregate
principal amount of the Notes held by Jackson Holding Services Inc., the
percentage would be 6.3%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 5 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jackson Holding Services Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
19,332,136 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,332,136 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% of outstanding shares of Common Stock(2) (See Item 5)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Jackson
Holding Services Inc. may be deemed to have beneficial ownership of these
shares. Jackson Holding Services Inc. is wholly owned by Jeffrey A. Robins,
in his capacity as trustee of the Roman GLG Trust, and disclaims beneficial
ownership of these shares, except for the 19,332,136 shares reported in row
11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and includes as outstanding
shares 1,344,086 shares of Common Stock issuable upon conversion of $5
million aggregate principal amount of the Notes held by Jackson Holding
Services Inc. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 1,344,086
shares of Common Stock issuable upon conversion of $5 million aggregate
principal amount of the Notes held by Jackson Holding Services Inc., the
percentage would be 6.3%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 6 of 15 Pages
Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") to the Schedule 13D dated
November 13, 2007, as amended to date (the "Schedule 13D"), jointly filed by
Emmanuel Roman, the Roman GLG Trust, Jeffrey A. Robins, in his capacity as
trustee of the Roman GLG Trust (the "Roman Trustee") and Jackson Holding
Services Inc. (each a "Reporting Person"), relates to shares of common stock,
par value $0.0001 per share (the "Common Stock"), of GLG Partners, Inc., (the
"Company"), and shares of Series A voting preferred stock, par value $0.0001 per
share, of the Company ("Series A Preferred Stock"), and Exchangeable Class B
ordinary shares of FA Sub 2 Limited, a British Virgin Islands company and a
subsidiary of the Company ("Exchangeable Shares"), and the Company's 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. 3 is being
filed to report the collective acquisition of $30 million aggregate principal
amount of the Notes by the Trustees through certain of their affiliates,
including the acquisition of $5 million aggregate principal amount of the Notes
by Jackson Holding Services Inc., a wholly owned subsidiary of the Roman GLG
Trust, completed on May 15, 2009 as more fully described in Item 6 and to
reflect other changes in stock ownership since Amendment No. 2 to the Schedule
13D. Unless otherwise defined in this Amendment No. 3, capitalized terms have
the meanings set forth in the Schedule 13D.
The Company's principal executive office is located at 399 Park Avenue,
38th Floor, New York, New York 10022.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to include the following information:
The Common Stock acquired in February and March 2009 was purchased by
Mr. Roman using Mr. Roman's personal funds. The $5 million aggregate principal
amount of the Notes was purchased by Jackson Holding Services Inc. using
available funds of the Roman GLG Trust which were loaned to Jackson Holding
Services Inc.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to include the following information:
(a) As a result of the execution and delivery of the Voting Agreement,
each of the Reporting Persons may be deemed to have acquired beneficial
ownership of an aggregate of 166,940,946 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 or over which the parties to the Voting Agreement have the
power to vote (the "Subject Shares"). These Subject Shares represent
approximately 53.2% 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
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 15 Pages
Common Stock). The Reporting Persons expressly disclaim beneficial ownership of
securities held by any other person or entity party to the Voting Agreement.
As of the date hereof, the Reporting Persons have the following
interests in Common Stock, Exchangeable Securities and Notes:
Emmanuel Roman
(i) Amount beneficially owned: 350,162 shares
(ii) Percent of class: 0.1% of outstanding shares of Common
Stock(1)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
167,721,346 shares (consisting of (1)
166,940,946 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 (2) 390,200 shares and 390,200
warrants held by certain investment funds
managed by GLG Partners LP)(2)(3)
(c) Sole power to dispose or direct the disposition:
350,162 shares
(d) Shared power to dispose or direct the
disposition: 780,400 shares (consisting of
390,200 shares and 390,200 warrants)(3)
Roman GLG Trust
(i) Amount beneficially owned: 19,332,136 shares (consisting
of (1) 17,988,050 shares of Common Stock and (2) $5
million aggregate principal amount of the Notes, which
are convertible into 1,344,086 shares of Common Stock,
held by Jackson Holding Services Inc.)
-------
(1) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities 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 for Mr. Roman would be 0.1%.
(2) The 166,940,946 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Mr. Roman may be deemed to
have beneficial ownership of these shares. Mr. Roman disclaims beneficial
ownership of these shares, except for the 350,162 shares reported in (i)
above and otherwise to the extent of his pecuniary interest therein.
(3) The 390,200 shares and 390,200 warrants are held by certain investment
funds managed by GLG Partners LP, of which GLG Partners Limited is the
general partner. Mr. Roman is a managing director of GLG Partners Limited
and may be deemed to have beneficial ownership of these shares. Mr. Roman
disclaims beneficial ownership of these shares.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 15 Pages
(ii) Percent of class: 7.8% of outstanding shares of Common
Stock(4)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
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)(5)
(c) Sole power to dispose or direct the disposition:
19,332,136 shares (consisting of (1) 17,988,050
shares of Common Stock and (2) $5 million
aggregate principal amount of the Notes, which
are convertible into 1,344,086 shares of Common
Stock, held by Jackson Holding Services Inc.)
(d) Shared power to dispose or direct the
disposition: -0-
Jeffrey A. Robins
(i) Amount beneficially owned: 19,332,136 shares (consisting
of (1) 17,988,050 shares of Common Stock and (2) $5
million aggregate principal amount of the Notes, which
are convertible into 1,344,086 shares of Common Stock,
held by Jackson Holding Services Inc.)
(ii) Percent of class: 7.8% of outstanding shares of Common
Stock(4)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
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
-------
(4) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and includes as outstanding
shares 1,344,086 shares of Common Stock issuable upon conversion of $5
million aggregate principal amount of the Notes held by Jackson Holding
Services Inc. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 1,344,086
shares of Common Stock issuable upon conversion of $5 million aggregate
principal amount of the Notes held by Jackson Holding Services Inc., the
percentages for the Roman GLG Trust, the Roman Trustee and Jackson Holding
Services Inc. would be 6.3%.
(5) The 166,940,946 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. The Roman GLG Trust may be
deemed to have beneficial ownership of these shares. The Roman GLG Trust
disclaims beneficial ownership of these shares, except for the 19,332,136
shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 15 Pages
amount of the Notes, which are convertible into
8,064,516 shares of Common Stock) held by the
parties to the Voting Agreement)(6)
(c) Sole power to dispose or direct the disposition:
19,332,136 shares (consisting of (1) 17,988,050
shares of Common Stock and (2) $5 million
aggregate principal amount of the Notes, which
are convertible into 1,344,086 shares of Common
Stock, held by Jackson Holding Services Inc.)
(d) Shared power to dispose or direct the
disposition: -0-
Jackson Holding Services Inc.
(i) Amount beneficially owned: 19,332,136 shares (consisting
of (1) 17,988,050 shares of Common Stock and (2) $5
million aggregate principal amount of the Notes which
are convertible into 1,344,086 shares of Common Stock,
held by Jackson Holding Services Inc.)
(ii) Percent of class: 7.8% of outstanding shares of Common
Stock(4)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
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)(7)
(c) Sole power to dispose or direct the disposition:
19,332,136 shares (consisting of (1) 17,988,050
shares of Common Stock and (2) $5 million
aggregate principal amount of the Notes, which
are convertible into 1,344,086 shares of Common
Stock, held by Jackson Holding Services Inc.)
(d) Shared power to dispose or direct the
disposition: -0-
-------
(6) The 166,940,946 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Mr. Robins, in his capacity
as trustee of the Roman GLG Trust, may be deemed to have beneficial
ownership of these shares. Mr. Robins, in his capacity as trustee of the
Roman GLG Trust and in his individual capacity, disclaims beneficial
ownership of these shares, except for the 19,332,136 shares reported in (i)
above.
(7) The 166,940,946 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Jackson Holding Services
Inc. may be deemed to have beneficial ownership of these shares. Jackson
Holding Services Inc. is wholly owned by the Roman GLG Trust and disclaims
beneficial ownership of these shares, except for the 19,332,136 shares
reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 10 of 15 Pages
Section (b) of Item 5 is supplemented as follows:
o On February 20, 2009, Mr. Roman purchased the following shares of
Common Stock on the open market:
o 500 shares at a purchase price of $1.99 per share.
o 1,400 shares at a purchase price of $2.09 per share.
o 800 shares at a purchase price of $2.21 per share.
o 9,200 shares at a purchase price of $2.22 per share.
o 2,000 shares at a purchase price of $2.23 per share.
o On February 23, 2009, Mr. Roman purchased the following shares of
Common Stock on the open market:
o 2,300 shares at a purchase price of $2.09 per share.
o 3,100 shares at a purchase price of $2.10 per share.
o 2,600 shares at a purchase price of $2.11 per share.
o 3,600 shares at a purchase price of $2.12 per share.
o 1,500 shares at a purchase price of $2.13 per share.
o 700 shares at a purchase price of $2.15 per share.
o 8,400 shares at a purchase price of $2.17 per share.
o 2,200 shares at a purchase price of $2.18 per share.
o 16,800 shares at a purchase price of $2.19 per share.
o 19,100 shares at a purchase price of $2.20 per share.
o 22,222 shares at a purchase price of $2.21 per share.
o 300 shares at a purchase price of $2.22 per share.
o 2,400 shares at a purchase price of $2.23 per share.
o 34,300 shares at a purchase price of $2.24 per share.
o 3,700 shares at a purchase price of $2.25 per share.
o 8,400 shares at a purchase price of $2.26 per share.
o 7,200 shares at a purchase price of $2.27 per share.
o 11,500 shares at a purchase price of $2.28 per share.
o 20,500 shares at a purchase price of $2.29 per share.
o 28,600 shares at a purchase price of $2.30 per share.
o On February 24, 2009, Mr. Roman purchased the following shares of
Common Stock on the open market:
o 2,046 shares at a purchase price of $2.15 per share.
o 5,422 shares at a purchase price of $2.17 per share.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 11 of 15 Pages
o 352 shares at a purchase price of $2.18 per share.
o 800 shares at a purchase price of $2.19 per share.
o 5,900 shares at a purchase price of $2.20 per share.
o 900 shares at a purchase price of $2.22 per share.
o 1,200 shares at a purchase price of $2.23 per share.
o 1,500 shares at a purchase price of $2.25 per share.
o 300 shares at a purchase price of $2.255 per share.
o 300 shares at a purchase price of $2.2575 per share.
o 30,200 shares at a purchase price of $2.26 per share.
o 900 shares at a purchase price of $2.265 per share.
o 400 shares at a purchase price of $2.2675 per share.
o 11,300 shares at a purchase price of $2.27 per share.
o 600 shares at a purchase price of $2.275 per share.
o 400 shares at a purchase price of $2.2775 per share.
o 5,600 shares at a purchase price of $2.28 per share.
o 2,800 shares at a purchase price of $2.285 per share.
o 400 shares at a purchase price of $2.2875 per share.
o 18,800 shares at a purchase price of $2.29 per share.
o 400 shares at a purchase price of $2.295 per share.
o 1,000 shares at a purchase price of $2.30 per share.
o On February 25, 2009, Mr. Roman purchased the following shares of
Common Stock on the open market:
o 2,700 shares at a purchase price of $2.23 per share.
o 1,600 shares at a purchase price of $2.24 per share.
o 17,500 shares at a purchase price of $2.25 per share.
o On February 26, 2009, Mr. Roman purchased the following shares of
Common Stock on the open market:
o 200 shares at a purchase price of $2.10 per share.
o 400 shares at a purchase price of $2.14 per share.
o 200 shares at a purchase price of $2.15 per share.
o 300 shares at a purchase price of $2.16 per share.
o 700 shares at a purchase price of $2.17 per share.
o 800 shares at a purchase price of $2.18 per share.
o 300 shares at a purchase price of $2.21 per share.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 12 of 15 Pages
o 300 shares at a purchase price of $2.24 per share.
o 500 shares at a purchase price of $2.25 per share.
o On February 26, 2009, the securities held by the GLG Pleiade SICAV
managed account, an account owned by a third-party client and in
which none of GLG Partners LP (as investment manager for the managed
account), GLG Partners Limited (as the general partner of GLG
Partners LP) or the Principals (as Managing Directors of GLG Partners
Limited) have any ownership or pecuniary interest, were sold pursuant
to an instruction from the client to liquidate the managed account's
holdings. Mr. Roman disclaims beneficial ownership of these
securities and has no pecuniary interest therein, and this report
shall not be deemed an admission that Mr. Roman is the beneficial
owner of the securities for purposes of Section 13 or for any other
purpose. The following units were sold, each unit consisting of one
share of Common Stock and one warrant:
o 560 units for $2.27 per unit.
o 40 units for $2.29 per unit.
o 2,500 units for $2.30 per unit.
o 1,500 units for $2.34 per unit.
o 2,000 units for $2.35 per unit.
o 1,500 units for $2.40 per unit.
o On February 27, 2009, Mr. Roman purchased 5,500 shares of Common
Stock at a purchase price of $2.25 per share on the open market.
o On March 2, 2009, Mr. Roman purchased 12,004 shares of Common Stock
at a purchase price of $2.20 per share on the open market.
o On March 3, 2009, Mr. Roman purchased 800 shares of Common Stock at a
purchase price of $2.17 per share on the open market.
o On April 6, 2009, the Roman GLG Trust (the "Trust") changed its form
of beneficial ownership of 710,479 shares of Common Stock from
indirect to direct as a result of the transfer of 710,479 shares of
Common Stock by Jackson Holding Services Inc. to the Trust, and made
a gift of 710,479 shares of Common Stock to an unaffiliated third
party.
o On May 15, 2009, Jackson Holding Services Inc. acquired $5 million
aggregate principal amount of the Notes as more fully described in
Item 6.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Item 6 is amended to include the following information:
On May 15, 2009, the Company completed the sale of $214 million
aggregate principal amount of Notes pursuant to a Purchase Agreement with the
initial purchasers of the Notes named therein (the "Initial Purchasers"). The
Notes were issued pursuant to an Indenture,
CUSIP NO. 37929X 107 SCHEDULE 13D Page 13 of 15 Pages
dated as of May 15, 2009, between the Company and The Bank of New York Mellon,
as trustee (the "Indenture").
On May 15, 2009, the Trustees acquired collectively $30 million
aggregate principal amount of Notes from the Initial Purchasers as part of the
offering, through certain of their affiliates, including $5 million aggregate
principal amount acquired by Jackson Holding Services Inc.
The Company will pay 5.00% cash interest on the Notes semi-annually in
arrears on May 15 and November 15 of each year, beginning on November 15, 2009.
The Notes will mature on May 15, 2014.
The Notes are convertible into shares of Common Stock, based on an
initial conversion rate, subject to adjustment, of 268.8172 shares per $1,000
principal amount of Notes (which represents an initial conversion price of
approximately $3.72 per share). Subject to the restrictions on ownership of the
Common Stock, holders may convert their Notes at any time on or prior to the
close of business on the business day immediately preceding the maturity date.
Upon conversion, subject to certain exceptions, holders will not receive any
cash payment representing accrued and unpaid interest, including any additional
interest.
Notwithstanding the foregoing conversion rights, if at any time after
May 15, 2012, the third anniversary of the original issuance date of the Notes,
the volume-weighted average price of the Common Stock exceeds 150% of the
conversion price on at least 20 of 30 consecutive trading days, the Company may
withdraw the conversion rights with prior notice.
If certain designated events occur, holders of the Notes may require
the Company to repurchase all or a portion of their Notes for cash at a
repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but excluding, the
repurchase date.
The Notes are unsecured subordinated obligations and will be
subordinated in right of payment to all of the Company's existing and future
senior indebtedness, structurally subordinated to existing and future
indebtedness and other liabilities of the Company's subsidiaries and effectively
subordinated to the Company's secured debt to the extent of the value of the
security. The Notes are subordinated to the outstanding obligations under the
Company's senior secured credit facility.
A copy of the Indenture (including the form of the Note) is filed
herewith as Exhibit 8 and incorporated herein by reference.
The holders of at least 10% of the outstanding principal amount of the
Notes, under certain circumstances, have the right to request that the Company
prepare, file and cause to become effective a shelf registration for the resale
of the Notes and the shares of Common Stock issuable upon conversion of the
Notes.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 14 of 15 Pages
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit:
Exhibit 8 Indenture for the Company's 5.00% Dollar-Denominated
Convertible Subordinated Notes due May 15, 2014 dated as of May
15, 2009 between the Company and The Bank of New York Mellon,
as trustee, (including the Form of Note), filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated May 18, 2009,
is incorporated herein by reference.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 15 of 15 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: May 22, 2009
/s/ Alejandro San Miguel
-------------------------------
Alejandro San Miguel
Attorney-in-fact for Emmanuel Roman
/s/ Jeffrey A. Robins
-------------------------------
Jeffrey A. Robins, in his capacity as
trustee of the Roman GLG Trust
/s/ Jeffrey A. Robins
-------------------------------
Jeffrey A. Robins
Jackson Holding Services Inc.
By: /s/ Jeffrey A. Robins
-------------------------------
Name: Jeffrey A. Robins
Title: President and Secretary