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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 | ||||||||
| Warrant (right to buy) (5) | $ 7.5 | 10/28/2009 | J | 300,000 (1) | (5) | 12/28/2011 | Common Stock | 300,000 (1) | (1) | 90,200 (2) | I | by GLG Partners LP, as manager (3) | |||
| 5.00% Dollar -Denominated Conv. Subordinated Notes Due 2014 | (6) | 05/12/2009 | P | $ 5,000,000 | 05/15/2009 | 05/15/2014 | Common Stock | 1,344,086 | $ 5,000,000 | 5,000,000 | I | by the Roman GLG Trust (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Roman Emmanuel C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | X | Co-Chief Executive Officer | |
| /s/ Alejandro San Miguel, as attorney-in fact | 10/30/2009 | |
| **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) | These securities were part of units, consisting of one share of common stock of GLG Partners, Inc. and one warrant, which were held by the GLG North American Opportunity Fund at Lehman Brothers Inc. ("LBI"), as sub-custodian for Lehman Brothers International (Europe) ("LBIE"), as custodian. In connection with the expected settlement of claims in the bankruptcies of LBI and LBIE, which occurred in September 2008, on October 28, 2009 the GLG North American Opportunity Fund determined that it would likely recover a cash amount in settlement of its claims relating to the securities held at LBI in lieu of a return of the securities themselves. The amount of the cash expected to be received in respect of its claims will be a pro-rata distribution of amounts from the insolvent estates of LBI and LBIE and is not determinable at this time. |
| (2) | Mr. Roman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Roman is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (3) | These securities are held by certain investment funds and managed accounts managed by GLG Partners LP, as investment manager. GLG Partners Limited is the general partner of GLG Partners LP, and Messrs. Roman, Noam Gottesman and Pierre Lagrange are Managing Directors of GLG Partners Limited with power to exercise investment over the securities owned by the investment funds and managed accounts and as a result, may be deemed to be the beneficial owner of these securities. As discussed above in footnote (2), Mr. Roman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | Securities beneficially owned indirectly by the Roman GLG Trust (the "Trust") and Jeffrey Robins, in his capacity as trustee of the Trust (the "Trustee"), through Jackson Holding Services Inc., a wholly owned subsidiary of the Trust. Mr. Roman has a pecuniary interest in these securities as a beneficiary of the Trust. |
| (5) | Each warrant is exercisable for one share of common stock at any time commencing on or after December 21, 2007, provided that there is an effective registration statement in effect at such time covering the shares of common stock underlying the warrants. |
| (6) | The notes may be converted 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. |