UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GLG Partners, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
37929X 107
---------------------------------------------------------
(CUSIP Number)
Sage Summit LP
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)
September 15, 2009
-------------------------------------------------------------------------------
(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. [ ]
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 11 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit LP
--------- ---------------------------------------------------------------------
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
United Kingdom
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
10,459,934 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,459,934 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------- ---------------------------------------------------------------------
(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. Sage Summit
LP may be deemed to have beneficial ownership of these shares. Sage Summit
LP disclaims beneficial ownership of these shares, except for the
10,459,934 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are exchangeable,
the percentage would be 3.4%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 3 of 11 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit 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
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
10,459,934 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,459,934 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(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. Sage Summit
Limited may be deemed to have beneficial ownership of these shares. Sage
Summit Limited disclaims beneficial ownership of these shares, except for
the 10,459,934 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 3.4%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 4 of 11 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Granite 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
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
10,459,934 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,459,934 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(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. Mount
Granite Limited may be deemed to have beneficial ownership of these shares.
Mount Granite Limited disclaims beneficial ownership of these shares,
except for the 10,459,934 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 3.4%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 5 of 11 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lavender Heights Capital LP
--------- ---------------------------------------------------------------------
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
Delaware
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
6,973,289 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,973,289 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------- ---------------------------------------------------------------------
(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. Lavender
Heights Capital LP may be deemed to have beneficial ownership of these
shares. Lavender Heights Capital LP disclaims beneficial ownership of these
shares, except for the 6,973,289 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 2.3%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 6 of 11 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Garnet 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
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
6,973,289 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,973,289 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(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. Mount
Garnet Limited may be deemed to have beneficial ownership of these shares.
Mount Garnet Limited disclaims beneficial ownership of these shares, except
for the 6,973,289 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 2.3%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") to the Schedule 13D dated
November 2, 2007 (the "Schedule 13D"), jointly filed by Sage Summit LP, Sage
Summit Limited, Lavender Heights Capital LP, Mount Garnet Limited and Mount
Granite Limited (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
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. 2 is being
filed to report the distributions by Sage Summit LP and Lavender Heights Capital
LP (the "Partnerships") of an aggregate of 2,391,208 shares 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. These
distributions resulted in a decrease in the aggregate number of shares held by
the parties to the Voting Agreement and subject to the Voting Agreement. Unless
otherwise defined in this Amendment No. 2, 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 the Common Stock, Exchangeable Securities and Notes:
Sage Summit LP
(i) Amount beneficially owned: 10,459,934 shares
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 11 Pages
(ii) Percent of class: 4.2% 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:
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)
(c) Sole power to dispose or direct the disposition:
10,459,934 shares
(d) Shared power to dispose or direct the
disposition: -0-
Sage Summit Limited
(i) Amount beneficially owned: 10,459,934 shares
(ii) Percent of class: 4.2% 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:
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)
(c) Sole power to dispose or direct the disposition:
10,459,934 shares
(d) Shared power to dispose or direct the
disposition: -0-
--------
(1) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 3.4%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 11 Pages
Mount Granite Limited
(i) Amount beneficially owned: 10,459,934 shares
(ii) Percent of class: 4.2% 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:
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)
(c) Sole power to dispose or direct the disposition:
10,459,934 shares
(d) Shared power to dispose or direct the
disposition: -0-
Lavender Heights Capital LP
(i) Amount beneficially owned: 6,973,289 shares
(ii) Percent of class: 2.8% of outstanding shares of Common
Stock(2)
(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)
--------
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares 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 Shares are
exchangeable, the percentage would be 2.3%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 10 of 11 Pages
(c) Sole power to dispose or direct the disposition:
6,973,289 shares
(d) Shared power to dispose or direct the
disposition: -0-
Mount Garnet Limited
(i) Amount beneficially owned: 6,973,289 shares
(ii) Percent of class: 2.8% of outstanding shares of Common
Stock(2)
(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)
(c) Sole power to dispose or direct the disposition:
6,973,289 shares
(d) Shared power to dispose or direct the
disposition: -0-
Section (b) of Item 5 is supplemented as follows:
o On July 1, 2009, Sage Summit LP and Lavender Heights Capital LP
distributed 1,620,000 shares and 1,080,000 shares of Common
Stock, 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. On September 15, 2009, Sage Summit LP and Lavender
Heights Capital LP distributed 771,208 shares and 514,140 shares
of Common Stock, 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. The shares of Common Stock were received by the
Partnerships as part of the consideration paid for the
acquisition by the Company of equity interests in GLG Partners LP
and its affiliated entities.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 11 of 11 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
SAGE SUMMIT LP
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
SAGE SUMMIT LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
MOUNT GRANITE LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
LAVENDER HEIGHTS CAPITAL LP
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
MOUNT GARNET LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact