SEC Form 4 · accession 0000902664-17-002441
GlassBridge Enterprises, Inc. · GLAE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 17, 2017
Accepted (ET)
May 19, 2017 · 4:37 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,F4 | May 17, 2017 | J | 28,724 | — | D | 1,466,170 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pro rata distribution in kind by one of the Clinton Funds (as defined in footnote (3)) to one of its limited partners.
- F2In addition, on May 17, 2017, one of the Clinton Funds transferred 122,952 shares of Common Stock to Clinton Madison Investment Fund, L.P. ("CMAD").
- F3The 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, (iii) Clinton Relational Opportunity Master Fund, L.P. ("CREL"), (iv) CMAD and (v) Clinton Special Opportunities Master Fund Ltd. ("CSO" and together with MACH, GEH Capital, Inc., CREL and CMAD, the "Clinton Funds"). CGI is deemed to be the indirect beneficial owner of the securities held by CREL, CMAD and CSO by virtue of its position as investment manager of CMAD and 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.
- F4For 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