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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 | ||||||||
Warrants (right to buy) | $ 7.5 | 06/01/2009 | J(7) | 5,923,200 | 12/21/2007(8) | 12/28/2011 | Common Stock | 5,923,200 | $ 0 | 2,250,000 (9) | I | By Marlin Equities II, LLC (2) | |||
Warrants (right to buy) | $ 7.5 | 06/01/2009 | J(7)(10) | 4,738,560 | 12/21/2007(8) | 12/28/2011 | Common Stock | 4,738,560 | $ 0 | 4,738,560 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRANKLIN MARTIN E 555 THEODORE FREMD AVENUE SUITE B-302 RYE, NY 10058 |
X |
/s/ Martin E. Franklin | 06/01/2009 | |
**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) | On May 28, 2009, Marlin Equities II, LLC made a distribution of 400,000 shares of the Issuer to its members, which distribution was made on a pro rata basis in accordance with the members' respective membership interests in Marlin Equities II, LLC. |
(2) | Mr. Franklin is the majority owner and the managing member of Marlin Equities II, LLC and may be considered to have beneficial ownership of Marlin Equities II, LLC's interests in the Issuer. Mr. Franklin disclaims beneficial ownership of any shares or warrants, as the case may be, in which he does not have a pecuniary interest. |
(3) | In connection with the distribution by Marlin Equities II, LLC of 400,000 shares of GLG Partners, Inc. to its members, Mr. Franklin received 271,600 shares. |
(4) | These shares were transferred as a bona fide gift to a not-for-profit charitable foundation and not by way of a sale. The reporting person disclaims beneficial ownership of such shares. |
(5) | On June 1, 2009, Marlin Equities II, LLC made a distribution of 5,523,200 shares of the Issuer to its members, which distribution was made on a pro rata basis in accordance with the members' respective membership interests in Marlin Equities II, LLC. |
(6) | In connection with the distribution by Marlin Equities II, LLC of 5,523,200 shares of GLG Partners, Inc. to its members, Mr. Franklin received 3,750,253 shares. |
(7) | On June 1, 2009, Marlin Equities II, LLC made a distribution of 5,923,200 warrants of the Issuer (each warrant represent the right to buy one share of common stock of the Issuer) to two of its members, which distribution was made 80% to one of its members and 20% to another of its members. |
(8) | These warrants are exercisable at any time if and when the last sales price of the Issuer's common stock exceeds $14.25 per share for any 20 trading days within a 30 day trading period (provided that there is an effective registration statement covering the Issuer's common stock underlying these warrants in effect). |
(9) | These warrants are exercisable at any time (provided that there is an effective registration statement covering the Issuer's common stock underlying these warrants in effect). |
(10) | In connection with the distribution by Marlin Equities II, LLC of 5,923,200 warrants of the Issuer to its members, Mr. Franklin received 4,738,560 warrants. |