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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| FA Sub 2 Limited Exchangeable Class B Ordinary Shares (5) | (1) | 10/14/2010 | C(1) | 58,900,370 | (1) | (1) | Common Stock | 58,900,370 | (1) | 0 | D (5) | ||||
| Series A Voting Preferred Stock (5) | (1) | 10/14/2010 | J(1) | 58,900,370 | (1) | (1) | Common Stock | 58,900,370 | $ 0.0001 (1) | 0 | D (5) | ||||
| 5.00% Dollar-Denominated Conv. Subordinated Notes Due 2014 (5) | (6) | 10/14/2010 | J(7) | 10,000,000 | 05/15/2009 | 05/15/2014 | Common Stock | 2,688,172 | $ 10,000,000 | 0 | I | by TOMS International Ltd. (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOTTESMAN GLG TRUST C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10112 |
X | |||
| Schreyer Leslie J C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | |||
| Leslie J. Schreyer, by: /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date | |
| Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, by: /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Prior to the share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the "Share Exchange Agreement") among Man Group plc ("Man") and Messrs. Noam Gottesman, Emmanuel Roman and Pierre Lagrange, together with their related trusts and affiliated entities, two limited partnerships that held shares for the benefit of key personnel who are participants in GLG Partners, Inc.'s ("GLG") equity participation plans and the permitted transferees of such limited partnerships, FA Sub 2 Limited Exchangeable Shares were exchangeable at any time at the election of the holder for one share of common stock of GLG. For each Exchangeable Share that was exchanged for common stock of GLG, a corresponding share of Series A Preferred Stock was automatically redeemed for its par value of $0.0001 per share. |
| (2) | Under the terms of the Share Exchange Agreement, these shares were exchanged for 63,942,242 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share). |
| (3) | These shares of restricted common stock of GLG awarded to Mr. Schreyer in his individual capacity under GLG's 2007 Restricted Stock Plan, 2007 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan were cancelled pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended (the "Merger Agreement"), among Man, Escalator Sub 1 Inc. (a wholly owned subsidiary of Man) and GLG, with GLG as the surviving corporation and a wholly owned subsidiary of Man (the "Merger"), in exchange for the right to receive $4.50 per share in cash, without interest, the receipt of which is subject to the same vesting terms and conditions and other rights and restrictions that were applicable to such shares of GLG restricted common stock prior to the effective time of the Merger. On October 14, 2010, the vesting of Mr. Schreyer's awards were accelerated to October 14, 2010. |
| (4) | Pursuant to the Merger Agreement, these shares owned by Mr. Schreyer in his individual capacity were cancelled in exchange for the right to receive $4.50 per share in cash, without interest. |
| (5) | Mr. Schreyer (the "Trustee") held these securities solely in his capacity as Trustee of the Gottesman GLG Trust, a trust established for the benefit of Noam Gottesman and his family (the "Trust"). The Trustee does not have any pecuniary interest in these securities. |
| (6) | Prior to the Merger, the notes were convertible at any time by the holder into shares of common stock at an initial conversion rate of 268.8172 shares of common stock per $1,000 principal amount of notes, which represents a conversion price of approximately $3.72 per share of common stock, subject to certain adjustments. |
| (7) | As a result of the Merger, the conversion rights of the notes were adjusted so that from and after the Merger, the notes may only be converted into cash equal to $4.50 times the number of shares of GLG into which the notes were convertible immediately prior to the Merger, subject to certain adjustments. |
| (8) | Indirectly beneficially owned by TOMS International Ltd., a wholly owned subsidiary of the Trust. |