4//SEC Filing
GLG Partners, Inc. 4
Accession 0001140361-10-041521
CIK 0001365790operating
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 9:11 PM ET
Size
10.8 KB
Accession
0001140361-10-041521
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
2010-10-14−8,460,854→ 0 total
Blue Hill Trust
10% Owner
Transactions
- Other
Common Stock
2010-10-14−8,460,854→ 0 total
Footnotes (7)
- [F1]Ogier Fiduciary Services (Cayman) Limited (the Trustee) held these shares of common stock of GLG Partners, Inc. (GLG) solely in its capacity as Trustee of the Blue Hill Trust (the Trust), a trust established for the benefit of certain past, current or future employees and key personnel of GLG who participate or may in the future participate in any remainder interests in the GLG equity participation plan.
- [F2]These shares of common stock of GLG were deemed beneficially owned by the Trustee, solely in its capacity as trustee of the Trust, which may have been deemed a member of a "group" with Sage Summit LP (and its general partner Sage Summit Limited, and Mount Granite Limited, the managing member of Sage Summit Limited), Lavender Heights Capital LP (and its general partner, Mount Garnet Limited), Noam Gottesman, Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, Emmanuel Roman, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust, Pierre Lagrange and G&S Trustees Limited, in its capacity as trustee of the Lagrange GLG Trust, Jackson Holding Services Inc., Point Pleasant Ventures Ltd., TOMS International Ltd and the Trustee, in its capacity as trustee of the Green Hill Trust (collectively, the VSA Parties) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, by virtue of their being parties to the VSA (see below).
- [F3]The Trustee, in its capacity as trustee of the Trust, does not affirm that such a group (referenced in footnote 2 above) had been formed.
- [F4]The Voting & Support Agreement dated as of May 17, 2010 (the VSA) among the VSA Parties, Man Group plc (Man) and Escalator Sub 1 Inc. (Merger Sub) was terminated as of October 14, 2010 pursuant to the terms of the VSA.
- [F5]The Trustee, in its capacity as trustee of the Trust, disclaimed beneficial ownership of the GLG securities held by each of the other VSA Parties.
- [F6]On June 21, 2010, the Trustee, acting solely in its capacity as trustee of the Trust, entered into an unconditional rescindable purchase agreement with Sage Summit LP (the Purchase Agreement) and acquired from Sage Summit LP (the LP) 8,460,854 shares of GLG common stock in exchange for a deferred payment obligation. The LP's right to rescind its Purchase Agreement with the Trust and reacquire the shares expired upon consummation of the transactions contemplated by each of the Agreement and Plan of Merger dated as of May 17, 2010, as amended, among GLG, Man and Merger Sub, and the Share Exchange Agreement (described below) on October 14, 2010.
- [F7]Under the terms of a share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the Share Exchange Agreement) among 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's equity participation plans and the permitted transferees of such limited partnerships, these shares were exchanged for 9,185,103 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share).
Documents
Issuer
GLG Partners, Inc.
CIK 0001365790
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001365790
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 9:11 PM ET
- Size
- 10.8 KB