SEC Form 4 · accession 0001405086-16-000536

GP STRATEGIES CORP · GPX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents a pro rata portion of the quarterly director fees for Dan Friedberg, former President of GP and Sagard Management, for the quarter ended June 30, 2016, which were paid in shares of the Issuer's Common Stock directly to Sagard. As of May 17, 2016, Mr. Friedberg is no longer President of GP and Sagard Management.
• F2Sagard is the direct beneficial owner of 3,517,024 Shares. GP and Sagard Management are indirect beneficial owners of 3,517,024 Shares. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks

This Form 4 is being filed by Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Reporting Persons"). As a result of direct and indirect securities holdings, Power Corporation of Canada and The Desmarais Family Residuary Trust (the "Trust"), which was formed under the Last Will and Testament of Paul G. Desmarais, may be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada, the Trust and the trustees of the Trust disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.