GLG Partners, Inc. 4
4 · GLG Partners, Inc. · Filed Oct 18, 2010
Insider Transaction Report
Form 4
LAGRANGE GLG TRUST
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-10-14−58,900,370→ 0 total(indirect: By Point Pleasant Ventures Ltd.) - Other
5.00% Dollar-Denominated Conv. Subordinated Notes Due 2014
2010-10-14$15000000.00/sh−15,000,000$225,000,000,000,000→ 0 total(indirect: By Point Pleasant Ventures Ltd.)From: 2009-05-15Exp: 2014-05-15→ Common Stock (4,032,258 underlying)
Footnotes (4)
- [F1]Under the terms of a share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the "Share Exchange Agreement") among Man Group plc ("Man") and Messrs. Pierre Lagrange, Noam Gottesman and Emmanuel Roman, 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, 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).
- [F2]G&S Trustees Limited (the "Trustee") indirectly held these securities solely in its capacity as Trustee of the Lagrange GLG Trust, a trust established for the benefit of Pierre Lagrange and his family (the "Trust"). The Trustee does not have any pecuniary interest in these securities. The securities had been beneficially owned indirectly by the Trust and the Trustee through Point Pleasant Ventures Ltd., a wholly owned subsidiary of the Trust.
- [F3]Prior to the merger pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended, 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"), 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.
- [F4]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.