UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
Pierre Lagrange
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)
September 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
--------------------- --------------------
CUSIP No. 37929X 107 Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pierre Lagrange
--------- ---------------------------------------------------------------------
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
Belgium
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
163,736,001 shares(1)(2) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
4,623 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
4,623 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)
0.0% 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. Lagrange is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Lagrange disclaims beneficial ownership of these shares.
(2) Includes an aggregate of 162,955,601 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mr.
Lagrange may be deemed to have beneficial ownership of these shares. Mr.
Lagrange disclaims beneficial ownership of these shares, except for the
4,623 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 0.0%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 3 of 10 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lagrange 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
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
62,932,628 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,932,628 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)
24.8% of outstanding shares of Common Stock(2) (See Item 5)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 162,955,601 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. The
Lagrange GLG Trust may be deemed to have beneficial ownership of these
shares. The Lagrange GLG Trust disclaims beneficial ownership of these
shares, except for the 62,932,628 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 4,032,258 shares of Common Stock issuable upon conversion of $15
million aggregate principal amount of the Notes held by Point Pleasant
Ventures Ltd., a wholly owned subsidiary of the Lagrange GLG Trust.
Including as outstanding shares 58,904,993 shares of Common Stock into
which all Exchangeable Securities are exchangeable and 4,032,258 shares of
Common Stock issuable upon conversion of $15 million aggregate principal
amount of the Notes held by Point Pleasant Ventures Ltd., the percentage
would be 20.1%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G&S Trustees Limited
--------- ---------------------------------------------------------------------
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) [ ]
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
62,932,628 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,932,628 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)
24.8% 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 162,955,601 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. G&S
Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, may
be deemed to have beneficial ownership of these shares. G&S Trustees
Limited, in its capacity as trustee of the Lagrange GLG Trust and for
itself, disclaims beneficial ownership of these shares, except for the
62,932,628 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 4,032,258 shares of Common Stock issuable upon conversion of $15
million aggregate principal amount of the Notes held by Point Pleasant
Ventures Ltd. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 4,032,258
shares of Common Stock issuable upon conversion of $15 million aggregate
principal amount of the Notes held by Point Pleasant Ventures Ltd., the
percentage would be 20.1%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 5 of 10 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Point Pleasant Ventures Ltd.
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
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
162,955,601 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
62,932,628 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,932,628 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)
24.8% 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 162,955,601 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Point
Pleasant Ventures Ltd. may be deemed to have beneficial ownership of these
shares. Point Pleasant Ventures Ltd. is wholly owned by G&S Trustees
Limited, in its capacity as trustee of the Lagrange GLG Trust, and
disclaims beneficial ownership of these shares, except for the 62,932,628
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 4,032,258 shares of Common Stock issuable upon conversion of $15
million aggregate principal amount of the Notes held by Point Pleasant
Ventures Ltd. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 4,032,258
shares of Common Stock issuable upon conversion of $15 million aggregate
principal amount of the Notes held by Point Pleasant Ventures Ltd., the
percentage would be 20.1%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 6 of 10 Pages
Item 1. Security and Issuer.
This Amendment No. 4 ("Amendment No. 4") to the Schedule 13D dated
November 13, 2007, as amended to date (the "Schedule 13D"), jointly filed by
Pierre Lagrange, the Lagrange GLG Trust, G&S Trustees Limited, in its capacity
as trustee of the Lagrange GLG Trust (the "Lagrange Trustee") and Point Pleasant
Ventures Ltd. (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. 4 is being
filed to report the decrease in the aggregate number of shares held by the
parties to the Voting Agreement dated as of June 22, 2007 and subject to the
Voting Agreement, resulting from the distributions by Sage Summit LP and
Lavender Heights Capital LP (the "Partnerships"), each a party to the Voting
Agreement, of an aggregate of 2,391,208 and 1,594,140 shares of Common Stock of
the Company, respectively, for no consideration to certain of their respective
limited partners upon the satisfaction of certain vesting conditions under the
partnership agreements of the Partnerships. Unless otherwise defined in this
Amendment No. 4, 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 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 162,955,601 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 51.4% 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). 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:
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 10 Pages
Pierre Lagrange
(i) Amount beneficially owned: 4,623 shares
(ii) Percent of class: 0.0% 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:
163,736,001 shares (consisting of (1)
162,955,601 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:
4,623 shares
(d) Shared power to dispose or direct the
disposition: 780,400 shares (consisting of
390,200 shares and 390,200 warrants)(3)
Lagrange GLG Trust
(i) Amount beneficially owned: 62,932,628 shares (consisting
of (1) 58,900,370 shares of Common Stock and (2) $15
million aggregate principal amount of the Notes, which
are convertible into 4,032,258 shares of Common Stock,
held by Point Pleasant Ventures Ltd.)
(ii) Percent of class: 24.8% of outstanding shares of Common
Stock(4)
-------
(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. Lagrange would be 0.0%.
(2) The 162,955,601 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Mr. Lagrange may be deemed
to have beneficial ownership of these shares. Mr. Lagrange disclaims
beneficial ownership of these shares, except for the 4,623 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. Lagrange is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Lagrange disclaims beneficial ownership of these shares.
(4) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and includes as outstanding
shares 4,032,258 shares of Common Stock issuable upon conversion of $15
million aggregate principal amount of the Notes held by Point Pleasant
Ventures Ltd. Including as outstanding shares 58,904,993 shares of Common
Stock into which all Exchangeable Securities are exchangeable and 4,032,258
shares of Common Stock issuable upon conversion of $15 million aggregate
principal amount of the Notes held by Point Pleasant Ventures Ltd., the
percentages for the Lagrange GLG Trust, the Lagrange Trustee and Point
Pleasant Ventures Ltd. would be 20.1%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 10 Pages
(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:
162,955,601 shares (consisting of 162,955,601
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:
62,932,628 shares (consisting of (1) 58,900,370
shares of Common Stock and (2) $15 million
aggregate principal amount of the Notes, which
are convertible into 4,032,258 shares of Common
Stock, held by Point Pleasant Ventures Ltd.)
(d) Shared power to dispose or direct the
disposition: -0-
G&S Trustees Limited
(i) Amount beneficially owned: 62,932,628 shares (consisting
of (1) 58,900,370 shares of Common Stock and (2) $15
million aggregate principal amount of the Notes, which
are convertible into 4,032,258 shares of Common Stock,
held by Point Pleasant Ventures Ltd.)
(ii) Percent of class: 24.8% 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:
162,955,601 shares (consisting of 162,955,601
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)(6)
-------
(5) The 162,955,601 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. The Lagrange GLG Trust may
be deemed to have beneficial ownership of these shares. The Lagrange GLG
Trust disclaims beneficial ownership of these shares, except for the
62,932,628 shares reported in (i) above.
(6) The 162,955,601 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. G&S Trustees Limited, in its
capacity as trustee of the Lagrange GLG Trust, may be deemed to have
beneficial ownership of these shares. G&S Trustees Limited, in its capacity
as trustee of the Lagrange GLG Trust and for itself, disclaims beneficial
ownership of these shares, except for the 62,932,628 shares reported in (i)
above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 10 Pages
(c) Sole power to dispose or direct the disposition:
62,932,628 shares (consisting of (1) 58,900,370
shares of Common Stock and (2) $15 million
aggregate principal amount of the Notes, which
are convertible into 4,032,258 shares of Common
Stock, held by Point Pleasant Ventures Ltd.)
(d) Shared power to dispose or direct the
disposition: -0-
Point Pleasant Ventures Ltd.
(i) Amount beneficially owned: 62,932,628 shares (consisting
of (1) 58,900,370 shares of Common Stock and (2) $15
million aggregate principal amount of the Notes which
are convertible into 4,032,258 shares of Common Stock,
held by Point Pleasant Ventures Ltd.)
(ii) Percent of class: 24.8% 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:
162,955,601 shares (consisting of 162,955,601
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:
62,932,628 shares (consisting of (1) 58,900,370
shares of Common Stock and (2) $15 million
aggregate principal amount of the Notes, which
are convertible into 4,032,258 shares of Common
Stock, held by Point Pleasant Ventures Ltd.)
(d) Shared power to dispose or direct the
disposition: -0-
-------
(7) The 162,955,601 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Point Pleasant Ventures Ltd.
may be deemed to have beneficial ownership of these shares. Point Pleasant
Ventures Ltd. is wholly owned by the Lagrange GLG Trust and disclaims
beneficial ownership of these shares, except for the 62,932,628 shares
reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 10 of 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: September 18, 2009
/s/ Alejandro San Miguel
----------------------------------------
Alejandro San Miguel
Attorney-in-fact for Pierre Lagrange
G&S Trustees Limited, in its capacity as
trustee of the Lagrange GLG Trust
By: /s/ Alejandro San Miguel
----------------------------------------
Alejandro San Miguel
Attorney-in-fact
G&S Trustees Limited
By: /s/ Alejandro San Miguel
----------------------------------------
Alejandro San Miguel
Attorney-in-fact
Point Pleasant Ventures Ltd.
By: /s/ Alejandro San Miguel
----------------------------------------
Alejandro San Miguel
Attorney-in-fact