SEC Form 4 · accession 0000902664-17-000786
GlassBridge Enterprises, Inc. · GLAE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CLINTON GROUP INC
Director · 10% Owner · Other
George E. Hall
Director · 10% Owner · Other
Period of report
Feb 2, 2017
Accepted (ET)
Feb 6, 2017 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001014111
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 2, 2017 | A | 12,500,000 | — | A | 14,129,387 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As more fully described in the Schedule 13D/A filed by the Reporting Persons on February 6, 2017, the Issuer issued 12,500,000 shares of Common Stock to Madison Avenue Capital Holdings, Inc., a Delaware corporation, ("MACH") upon the closing of the transactions contemplated by that certain Subscription Agreement dated as of November 22, 2016 by and between the Issuer and Clinton Group, Inc., a Delaware corporation and a wholly owned subsidiary of MACH ("CGI"), in exchange for CGI's agreement to provide certain investment capacity and services to GlassBridge Asset Management, LLC ("GlassBridge") pursuant to the terms and conditions of that certain Capacity and Services Agreement, dated as of February 6, 2016 by and among the Issuer, MACH and GlassBridge.
- F2The securities reported herein may be deemed to be indirectly beneficially owned by Mr. George E. Hall ("Mr. Hall") through various entities, including, without limitation: (i) MACH, (ii) GEH Capital, Inc., which is indirectly owned by Mr. Hall and (iii) Clinton Relational Opportunity Master Fund, L.P. ("CREL") and Clinton Special Opportunities Master Fund Ltd. ("CSO"), of which CGI is also deemed to be the indirect beneficial owner of such securities by virtue of its position as investment manager of CSO and its ownership of Clinton Union League, LLC, which serves as the investment manager of CREL. Mr. Hall serves as the Chief Executive Officer of CGI and as President of MACH.
- F3For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. Mr. Joseph A. DePerio ("Mr. DePerio") is an employee of CGI and serves as a member of the board of directors of the Issuer. Mr. DePerio submits his Section 16 filings independently of CGI. Each Reporting Person disclaims beneficial ownership of any and all securities beneficially owned by Mr. DePerio.
Remarks
Because Mr. DePerio, an employee of CGI, serves as a member of the board of directors of the Issuer, each of the Reporting Persons may be deemed to be a director by deputization.