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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. 6)
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)
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 |
Page |
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2 |
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of |
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13 Pages |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit LP |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- (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 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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8,460,854 shares2 (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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8,460,854 shares2 (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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3.4% 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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PN |
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 (described below) as parties
to the Voting and Support Agreement dated as of May 17, 2010 described in Item 4.
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 8,460,854
shares reported in row 11.
2 Sage Summit LP has shared voting power and sole
dispositive power of the 159,623,802 shares and 8,460,854 shares reported
in row 8 and 9, respectively, to the extent it exercises its right to
rescind the purchase agreement with Ogier Fiduciary Services (Cayman)
Limited, acting solely in its capacity as trustee of the Blue Hill Trust,
and reacquire the shares as described under Item 4.
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 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 2.7%.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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3 |
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of |
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13 Pages |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit Limited |
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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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British Virgin Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- (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 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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8,460,854 shares2 (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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8,460,854 shares2 (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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3.4% 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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CO |
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. 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 8,460,854 shares reported in row 11.
2 Sage Summit Limited has shared voting power and sole dispositive power of the 159,623,802 shares and 8,460,854 shares reported in row 8 and 9, respectively, to the extent Sage Summit LP exercises its right to rescind the purchase agreement with Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Blue Hill Trust, and
reacquire the shares as described under Item 4.
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 Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 2.7%.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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4 |
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of |
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13 Pages |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Granite Limited |
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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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British Virgin Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- (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 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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8,460,854 shares2 (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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8,460,8542 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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3.4% 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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CO |
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. 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 8,460,854 shares reported in row 11.
2 Mount Granite Limited has shared voting power and sole dispositive power of the 159,623,802 shares and 8,460,854 shares reported in row 8 and 9, respectively, to the extent Sage Summit LP exercises its right to rescind the purchase agreement with Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Blue Hill Trust,
and reacquire the shares as described under Item 4.
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 Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all Exchangeable Securities are exchangeable, the percentage would be 2.7%.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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5 |
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of |
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13 Pages |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lavender Heights Capital LP |
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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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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- (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 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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5,640,570 shares2 (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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5,640,570 shares2 (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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2.2% 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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PN |
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.
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 5,640,570 shares reported in row 11.
2 Lavender Heights Capital LP has shared voting power and sole dispositive power of the 159,623,802 shares and 5,640,570 shares reported in row 8 and 9, respectively, to the extent it exercises its right to rescind the purchase agreement with Ogier Fiduciary Services (Cayman) Limited,
acting solely in its capacity as trustee of the Green Hill Trust,
and reacquire the shares as described under Item 4.
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 Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable, the percentage would be 1.8%.
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CUSIP No. |
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37929X 107 |
SCHEDULE 13D |
Page |
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6 |
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of |
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13 Pages |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Garnet Limited |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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British Virgin Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- (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 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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5,640,570 shares2 (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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5,640,570 shares2 (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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2.2% 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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CO |
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. 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 5,640,570 shares reported in row 11.
2 Mount Garnet Limited has shared voting power and sole dispositive power of the 159,623,802 shares and 5,640,570 shares reported in row 8 and 9, respectively, to the extent Lavender Heights Capital LP exercises its right to rescind the purchase agreement with
Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee
of the Green Hill Trust, and reacquire the shares as described under Item 4.
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 Notes. Including as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable, the percentage would be 1.8%.
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CUSIP NO. 37929X 107
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SCHEDULE 13D
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Page 7 of 13 Pages |
Item 1. Security and Issuer.
This Amendment No. 6 (Amendment No. 6) 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 (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. 6 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. 6, 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
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CUSIP NO. 37929X 107
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SCHEDULE 13D
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Page 8 of 13 Pages |
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 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.
Copies of the Joinder Agreement and the Purchase Agreements are filed as Exhibits 1 3
hereto, respectively, and are incorporated by reference into this Item 4. The descriptions of the
Joinder Agreement and the Purchase Agreements are qualified in their entirety by reference to the
copies of the Joinder Agreement and the Purchase Agreements.
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
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CUSIP NO. 37929X 107
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SCHEDULE 13D
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Page 9 of 13 Pages |
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 the Common Stock
and Exchangeable Securities:
Sage Summit LP
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(i) |
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Amount beneficially owned: 8,460,854 shares1 |
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(ii) |
|
Percent of class: 3.4% of outstanding shares of Common
Stock2 |
|
|
(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:
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)1 |
|
|
(c) |
|
Sole power to dispose or direct the
disposition: 8,460,854 shares1 |
|
|
(d) |
|
Shared power to dispose or direct the
disposition: -0- |
Sage Summit Limited
|
(i) |
|
Amount beneficially owned: 8,460,854 shares3 |
|
|
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1 |
|
Sage Summit LP has shared voting power and
sole dispositive power of the 159,623,802 shares and 8,460,854 shares reported
in (iii)(b) and (iii)(c), respectively, to the extent it exercises its right to
rescind the purchase agreement with Ogier Fiduciary Services (Cayman) Limited,
acting solely in its capacity as trustee of the Blue Hill Trust, and reacquire
the shares as described under Item 4. |
|
2 |
|
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 would be 2.7%. |
|
3 |
|
Sage Summit Limited has shared voting power
and sole dispositive power of the 159,623,802 shares and 8,460,854 shares
reported in (iii)(b) and (iii)(c), respectively, to the extent Sage Summit LP
exercises its |
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CUSIP NO. 37929X 107
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SCHEDULE 13D
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Page 10 of 13 Pages |
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(ii) |
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Percent of class: 3.4% of outstanding shares of Common
Stock2 |
|
|
(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:
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)3 |
|
|
(c) |
|
Sole power to dispose or direct the
disposition: 8,460,854 shares3 |
|
|
(d) |
|
Shared power to dispose or direct the
disposition: -0- |
Mount Granite Limited
|
(i) |
|
Amount beneficially owned: 8,460,854 shares4 |
|
|
(ii) |
|
Percent of class: 3.4% of outstanding shares of Common
Stock2 |
|
|
(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:
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)4 |
|
|
(c) |
|
Sole power to dispose or direct the
disposition: 8,460,854 shares4 |
|
|
|
|
|
right to rescind the purchase agreement with Ogier Fiduciary
Services (Cayman) Limited, acting solely in its capacity as trustee of the Blue
Hill Trust, and reacquire the shares as described under Item 4. |
|
4 |
|
Mount Granite Limited has shared voting power
and sole dispositive power of the 159,623,802 shares and 8,460,854 shares
reported in (iii)(b) and (iii)(c), respectively, to the extent Sage Summit
LP exercises its right to rescind the purchase agreement with Ogier
Fiduciary Services (Cayman) Limited, acting solely in its capacity as
trustee of the Blue Hill Trust, and reacquire the shares as described
under Item 4. |
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CUSIP NO. 37929X 107
|
|
SCHEDULE 13D
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Page 11 of 13 Pages |
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(d) |
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Shared power to dispose or direct the
disposition: -0- |
Lavender Heights Capital LP
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(i) |
|
Amount beneficially owned: 5,640,570 shares5 |
|
|
(ii) |
|
Percent of class: 2.2% of outstanding shares of Common
Stock6 |
|
|
(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:
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 |
|
|
(c) |
|
Sole power to dispose or direct the
disposition: 5,640,570 shares5 |
|
|
(d) |
|
Shared power to dispose or direct the
disposition: -0- |
Mount Garnet Limited
|
(i) |
|
Amount beneficially owned: 5,640,570 shares7 |
|
|
(ii) |
|
Percent of class: 2.2% of outstanding shares of Common
Stock6 |
|
|
(iii) |
|
Number of shares as to which such person has: |
|
(a) |
|
Sole power to vote or direct the vote: -0- |
|
|
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5 |
|
Lavender Heights Capital LP has shared voting
power and sole dispositive power of the 159,623,802 shares and 5,640,570 shares
reported in (iii)(b) and (iii)(c), respectively, to the extent it exercises its
right to rescind the purchase agreement with Ogier Fiduciary Services (Cayman)
Limited, acting solely in its capacity as trustee of the Green Hill Trust, and
reacquire the shares as described under Item 4. |
|
6 |
|
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 would be 1.8%. |
|
7 |
|
Mount Garnet Limited has shared voting power
and sole dispositive power of the 159,623,802 shares and 5,640,570 shares
reported in (iii)(b) and (iii)(c), respectively, to the extent Lavender Heights
Capital LP exercises its right to rescind the purchase agreement with Ogier
Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee
of the Green Hill Trust, and reacquire the shares as described under Item 4. |
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CUSIP NO. 37929X 107
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SCHEDULE 13D
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Page 12 of 13 Pages |
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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 |
|
|
(c) |
|
Sole power to dispose or direct the
disposition: 5,640,570 shares7 |
|
|
(d) |
|
Shared power to dispose or direct the
disposition: -0- |
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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Exhibit 2.
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|
Purchase Agreement dated as of June 21, 2010 by and between
Ogier Fiduciary Services (Cayman) Limited, in its capacity as
trustee of the Blue Hill Trust, and Sage Summit LP included as
Exhibit 4 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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Exhibit 3.
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|
Purchase Agreement dated as of June 21, 2010 by and between
Ogier Fiduciary Services (Cayman) Limited, in its capacity as
trustee of the Green Hill Trust, and Lavender Heights Capital
LP included as Exhibit 5 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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CUSIP NO. 37929X 107
|
|
SCHEDULE 13D
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|
Page 13 of 13 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.
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Dated: June 28, 2010 |
|
SAGE SUMMIT LP |
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By:
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/s/ Alejandro San Miguel |
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Alejandro San Miguel |
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Attorney-in-fact |
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SAGE SUMMIT LIMITED |
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By:
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/s/ Alejandro San Miguel |
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Alejandro San Miguel |
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Attorney-in-fact |
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MOUNT GRANITE LIMITED |
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By:
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/s/ Alejandro San Miguel |
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Alejandro San Miguel |
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Attorney-in-fact |
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LAVENDER HEIGHTS CAPITAL LP |
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By:
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/s/ Alejandro San Miguel |
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Alejandro San Miguel |
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Attorney-in-fact |
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MOUNT GARNET LIMITED |
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By:
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/s/ Alejandro San Miguel |
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Alejandro San Miguel |
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Attorney-in-fact |
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