UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GLG Partners, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
37929X 107
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(CUSIP Number)
Noam Gottesman
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
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CUSIP No. 37929X 107 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Noam Gottesman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
163,736,001 shares(1)(2) (See Item 5)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
1,314,287 shares (See Item 5)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
780,400 shares (See Item 5)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,287 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% of outstanding shares of Common Stock(3) (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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(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. Gottesman is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Gottesman 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.
Gottesman may be deemed to have beneficial ownership of these shares. Mr.
Gottesman disclaims beneficial ownership of these shares, except for the
1,314,287 shares reported in row 11 and otherwise to the extent of his
pecuniary interest therein.
(3) Excludes as outstanding shares 58,900,370 shares of Common Stock into which
the Exchangeable Securities held by the Gottesman GLG Trust 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
0.4%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gottesman GLG Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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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
61,588,542 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,588,542 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% of outstanding shares of Common Stock(2) (See Item 5)
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14 TYPE OF REPORTING PERSON
OO
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(1) Represents an aggregate of 162,955,601 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. The
Gottesman GLG Trust may be deemed to have beneficial ownership of these
shares. The Gottesman GLG Trust disclaims beneficial ownership of these
shares, except for the 61,588,542 shares reported in row 11.
(2) Includes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and 2,688,172 shares of Common
Stock issuable upon conversion of $10 million aggregate principal amount of
the Notes held by TOMS International Ltd., a wholly owned subsidiary of the
Gottesman GLG Trust.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leslie J. Schreyer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
590,541 shares(1) (See Item 5)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
162,955,601 shares(2) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
62,179,083 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,179,083 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0% of outstanding shares of Common Stock(3) (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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(1) Represents 101,412 shares of Common Stock and 489,129 shares of restricted
stock held by Mr. Schreyer in his individual capacity.
(2) 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. Mr.
Schreyer, in his capacity as trustee of the Gottesman GLG Trust, may be
deemed to have beneficial ownership of these shares. Mr. Schreyer, in his
capacity as trustee of the Gottesman GLG Trust and in his individual
capacity, disclaims beneficial ownership of these shares, except for the
62,179,083 shares reported in row 11.
(3) Includes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and 2,688,172 shares of Common
Stock issuable upon conversion of $10 million aggregate principal amount of
the Notes held by TOMS International Ltd.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 5 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") to the Schedule 13D dated
November 13, 2007, as amended to date (the "Schedule 13D"), jointly filed by
Noam Gottesman, the Gottesman GLG Trust and Leslie J. Schreyer, in his capacity
as trustee of the Gottesman GLG Trust (the "Gottesman Trustee") (each a
"Reporting Person"), relates to shares of common stock, par value $0.0001 per
share (the "Common Stock"), of GLG Partners, Inc., (the "Company"), and shares
of Series A voting preferred stock, par value $0.0001 per share, of the Company
("Series A Preferred Stock"), and Exchangeable Class B ordinary shares of FA Sub
2 Limited, a British Virgin Islands company and a subsidiary of the Company
("Exchangeable Shares"), and the Company's 5.00% dollar-denominated convertible
subordinated notes due May 15, 2014 (the "Notes"), which are exchangeable for or
convertible into shares of Common Stock. The Series A Preferred Stock and the
Exchangeable Shares are referred to collectively as the "Exchangeable
Securities". This Amendment No. 3 is being filed to report the 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. 3, capitalized
terms have the meanings set forth in the Schedule 13D.
The Company's principal executive office is located at 399 Park Avenue,
38th Floor, New York, New York 10022.
Item 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 6 of 9 Pages
Noam Gottesman
(i) Amount beneficially owned: 1,314,287 shares (consisting
of (1) 1,309,664 shares of Common Stock and (2)
Exchangeable Securities which are exchangeable for 4,623
shares of Common Stock)
(ii) Percent of class: 0.5% 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:
1,314,287 shares (consisting of (1) 1,309,664
shares of Common Stock and (2) Exchangeable
Securities which are exchangeable for 4,623
shares of Common Stock)
(d) Shared power to dispose or direct the
disposition: 780,400 shares (consisting of
390,200 shares and 390,200 warrants)(3)
Gottesman GLG Trust
(i) Amount beneficially owned: 61,588,542 shares (consisting
of (1) Exchangeable Securities which are exchangeable
for 58,900,370 shares of Common Stock and (2) $10
million aggregate principal amount of the Notes, which
are convertible into 2,688,172 shares of Common Stock,
held by TOMS International Ltd.)
-------
(1) Excludes as outstanding shares 58,900,370 shares of Common Stock into which
the Exchangeable Securities held by the Gottesman GLG Trust 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 0.4%.
(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. Gottesman may be deemed
to have beneficial ownership of these shares. Mr. Gottesman disclaims
beneficial ownership of these shares, except for the 1,314,287 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. Gottesman is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Gottesman disclaims beneficial ownership of these shares.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 9 Pages
(ii) Percent of class: 19.8% 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)(5)
(c) Sole power to dispose or direct the disposition:
61,588,542 shares (consisting of (1)
Exchangeable Securities which are exchangeable
for 58,900,370 shares of Common Stock and (2)
$10 million aggregate principal amount of the
Notes, which are convertible into 2,688,172
shares of Common Stock, held by TOMS
International Ltd.)
(d) Shared power to dispose or direct the
disposition: -0-
Leslie J. Schreyer
(i) Amount beneficially owned: 62,179,083 shares (consisting
of (1) Exchangeable Securities which are exchangeable
for 58,900,370 shares of Common Stock held by Mr.
Schreyer in his capacity as trustee of the Gottesman GLG
Trust, (2) $10 million aggregate principal amount of the
Notes, which are convertible into 2,688,172 shares of
Common Stock, held by TOMS International Ltd. and (3)
101,412 shares of Common Stock and 489,129 shares of
restricted stock held by Mr. Schreyer in his individual
capacity)
(ii) Percent of class: 20.0% 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: 590,541
shares (consisting of 101,412 shares of Common
Stock and 489,129 shares of restricted stock
held by Mr. Schreyer in his individual capacity)
-------
(4) Includes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Securities are exchangeable and 2,688,172 shares of Common
Stock issuable upon conversion of $10 million aggregate principal amount of
the Notes held by TOMS International Ltd.
(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 Gottesman GLG Trust may
be deemed to have beneficial ownership of these shares. The Gottesman GLG
Trust disclaims beneficial ownership of these shares, except for the
61,588,542 shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 9 Pages
(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)
(c) Sole power to dispose or direct the disposition:
62,179,083 shares (consisting of (1)
Exchangeable Securities which are exchangeable
for 58,900,370 shares of Common Stock held by
Mr. Schreyer in his capacity as trustee of the
Gottesman GLG Trust, (2) $10 million aggregate
principal amount of the Notes, which are
convertible into 2,688,172 shares of Common
Stock, held by TOMS International Ltd. and (3)
101,412 shares of Common Stock and 489,129
shares of restricted stock held by Mr. Schreyer
in his individual capacity)
(d) Shared power to dispose or direct the
disposition: -0-
-------
(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. Mr. Schreyer, in his
capacity as trustee of the Gottesman GLG Trust, may be deemed to have
beneficial ownership of these shares. Mr. Schreyer, in his capacity as
trustee of the Gottesman GLG Trust and in his individual capacity,
disclaims beneficial ownership of these shares, except for the 62,179,083
shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 9 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
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Alejandro San Miguel
Attorney-in-fact for Noam Gottesman
/s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact for Leslie J. Schreyer,
in his capacity as trustee of the
Gottesman GLG Trust
/s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact for Leslie J. Schreyer