SEC Form 4 · accession 0000902664-17-001815
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
Mar 29, 2017
Accepted (ET)
Mar 30, 2017 · 4:12 pm EDT
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 | Mar 29, 2017 | P | 81,957 | $5.2563 | A | 1,494,894 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.84 to $5.59, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
- 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) Madison Avenue Capital Holdings, Inc. ("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 Clinton Group, Inc. ("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
The number of shares of Common Stock reported in this Form 4 reflect the one-for-ten reverse stock split effected by the Issuer on February 21, 2017. 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.