UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GLG Partners, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
37929X 107
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(CUSIP Number)
Noam Gottesman
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
Attention: Alejandro San Miguel, Esq.
General Counsel and Corporate Secretary
(212) 224-7200
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Sey-Hyo Lee, Esq.
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 2, 2007
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Noam Gottesman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
159,725,152 shares(1)(2) (See Item 5)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
1,004,623 shares (See Item 5)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
796,600 shares (See Item 5)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,004,623 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% of outstanding shares of Common Stock(3) (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes 398,300 shares and 398,300 warrants held by certain investment
funds managed by GLG Partners LP, of which GLG Partners Limited is the
general partner. Mr. Gottesman is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Gottesman disclaims beneficial ownership of these shares.
(2) Includes an aggregate of 158,928,552 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mr.
Gottesman may be deemed to have beneficial ownership of these shares. Mr.
Gottesman disclaims beneficial ownership of these shares, except for the
1,004,623 shares reported in row 11 and otherwise to the extent of his
pecuniary interest therein.
(3) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
the Exchangeable Securities are exchangeable. Including as outstanding
shares 58,904,993 shares of Common Stock into which the Exchangeable
Securities are exchangeable, the percentage would be 0.3%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gottesman GLG Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
158,928,552 shares(1) (See Item 5)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
58,900,370 shares (See Item 5)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,900,370 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3% of outstanding shares of Common Stock(2) (See Item 5)
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14 TYPE OF REPORTING PERSON
OO
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(1) Represents an aggregate of 158,928,552 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. The
Gottesman GLG Trust may be deemed to have beneficial ownership of these
shares. The Gottesman GLG Trust disclaims beneficial ownership of these
shares, except for the 58,900,370 shares reported in row 11.
(2) Includes as outstanding shares 58,904,993 shares of Common Stock into which
the Exchangeable Securities are exchangeable.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leslie J. Schreyer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
590,541 shares(1) (See Item 5)
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY 158,928,552 shares(2) (See Item 5)
OWNED BY
------- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
59,490,911 shares (See Item 5)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,490,911 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% of outstanding shares of Common Stock(3) (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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(1) Represents 101,412 shares of Common Stock and 489,129 shares of restricted
stock held by Mr. Schreyer in his individual capacity.
(2) Represents an aggregate of 158,928,552 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mr.
Schreyer, in his capacity as trustee of the Gottesman GLG Trust, may be
deemed to have beneficial ownership of these shares. Mr. Schreyer, in his
capacity as trustee of the Gottesman GLG Trust and in his individual
capacity, disclaims beneficial ownership of these shares, except for the
59,490,911 shares reported in row 11.
(3) Includes as outstanding shares 58,904,993 shares of Common Stock into which
the Exchangeable Securities are exchangeable.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 5 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") to the Schedule 13D dated
November 13, 2007 (the "Schedule 13D") jointly filed by Noam Gottesman and
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust (the
"Gottesman Trustee"), relates to shares of common stock, par value $0.0001 per
share (the "Common Stock"), of GLG Partners, Inc., a Delaware corporation
formerly named Freedom Acquisition Holdings, Inc. (the "Company"), and shares of
Series A voting preferred stock, par value $0.0001 per share, of the Company
("Series A Preferred Stock"), and Exchangeable Class B ordinary shares of FA Sub
2 Limited, a British Virgin Islands company and a subsidiary of the Company
("Exchangeable Shares"). The Series A Preferred Stock and the Exchangeable
Shares are referred to collectively as the "Exchangeable Securities". This
Amendment No. 1 is being filed solely to add the Gottesman GLG Trust as a
Reporting Person to the original Schedule 13D filing with respect to securities
previously reported by the Gottesman Trustee on behalf of the Gottesman GLG
Trust in November 2007 and to update certain other information under Items 5 and
7 in the Schedule 13D. Unless otherwise defined in this Amendment No. 1,
capitalized terms have the meanings set forth in the Schedule 13D.
The Company's principal executive office is located at 399 Park Avenue,
38th Floor, New York, New York 10022.
Item 2. Identity and Background.
The first paragraph of Item 2 as amended to add the Gottesman GLG Trust
as follows:
This statement is being filed jointly by Noam Gottesman, the Gottesman
GLG Trust and Leslie J. Schreyer, in his capacity as trustee of the Gottesman
GLG Trust (the "Gottesman Trustee"). Mr. Gottesman, the Gottesman GLG Trust and
the Gottesman Trustee are hereinafter sometimes collectively referred to as the
"Reporting Persons". The address of the business office of Mr. Gottesman is c/o
GLG Partners, Inc., 399 Park Avenue, 38th Floor, New York, New York 10022. The
address of the business offices of the Gottesman GLG Trust and the Gottesman
Trustee is c/o Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York
10112. Each of Mr. Gottesman and the Gottesman Trustee is a citizen of the
United States of America and the Gottesman GLG Trust is a trust organized under
the laws of the State of New York.
The remainder of the information under Item 2 is unchanged.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
CUSIP NO. 37929X 107 SCHEDULE 13D Page 6 of 9 Pages
(a) As a result of the execution and delivery of the Voting Agreement,
each of the Reporting Persons may be deemed to have acquired beneficial
ownership of an aggregate of 158,928,552 shares (including Exchangeable
Securities exchangeable into Common Stock), which are owned directly by the
Voting Agreement Parties or over which the Voting Agreement Parties have the
power to vote (the "Subject Shares"). These Subject Shares represent
approximately 52.2% of the outstanding shares of Common Stock (assuming the
exchange of all Exchangeable Securities into Common Stock). The Reporting
Persons expressly disclaim beneficial ownership of securities held by any other
person or entity party to the Voting Agreement.
As of the date hereof, the Reporting Persons have the following
interests in Common Stock and Exchangeable Securities:
Noam Gottesman
(i) Amount beneficially owned: 1,004,623 shares (consisting of
1,000,000 shares of Common Stock and 4,623 Exchangeable
Securities which are exchangeable for Common Stock)
(ii) Percent of class: 0.4% of outstanding shares of Common
Stock(1)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 159,725,152
shares (consisting of (1) 158,928,552 shares of
voting stock (including 58,904,993 Exchangeable
Securities which are exchangeable for Common Stock)
held by the parties to the Voting Agreement and (2)
398,300 shares and 398,300 warrants held by certain
investment funds managed by GLG Partners LP)(2)(3)
(c) Sole power to dispose or direct the disposition:
1,004,623 shares (consisting of 1,000,000 shares of
Common Stock and 4,623 Exchangeable Securities which
are exchangeable for Common Stock)
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(1) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
the Exchangeable Securities are exchangeable. Including as outstanding
shares 58,904,993 shares of Common Stock into which the Exchangeable
Securities are exchangeable, the percentage would be 0.3%.
(2) The 158,928,552 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Mr. Gottesman may be deemed
to have beneficial ownership of these shares. Mr. Gottesman disclaims
beneficial ownership of these shares, except for the 1,004,623 shares
reported in (i) above and otherwise to the extent of his pecuniary interest
therein.
(3) The 398,300 shares and 398,300 warrants are held by certain investment
funds managed by GLG Partners LP, of which GLG Partners Limited is the
general partner. Mr. Gottesman is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these shares. Mr.
Gottesman disclaims beneficial ownership of these shares.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 9 Pages
(d) Shared power to dispose or direct the disposition:
796,600 shares (consisting of 398,300 shares and
398,300 warrants)(3)
Gottesman GLG Trust
(i) Amount beneficially owned: 58,900,370 Exchangeable
Securities which are exchangeable for Common Stock
(ii) Percent of class: 19.3% of outstanding shares of Common
Stock(4)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 158,928,552
shares (consisting of 158,928,552 shares of voting
stock (including 58,904,993 Exchangeable Securities
which are exchangeable for Common Stock) held by the
parties to the Voting Agreement)(5)
(c) Sole power to dispose or direct the disposition:
58,900,370 Exchangeable Securities which are
exchangeable for Common Stock
(d) Shared power to dispose or direct the disposition:
-0-
Leslie J. Schreyer
(i) Amount beneficially owned: 59,490,911 shares (consisting
of (1) 58,900,370 Exchangeable Securities which are
exchangeable for Common Stock held by Mr. Schreyer in his
capacity as trustee of the Gottesman GLG Trust and (2)
101,412 shares of Common Stock and 489,129 shares of
restricted stock held by Mr. Schreyer in his individual
capacity)
(ii) Percent of class: 19.5% of outstanding shares of Common
Stock(4)
(iii) Number of shares as to which such person has:
----------
(4) Includes as outstanding shares 58,904,993 shares of Common Stock into which
the Exchangeable Securities are exchangeable.
(5) The 158,928,552 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. The Gottesman GLG Trust may
be deemed to have beneficial ownership of these shares. The Gottesman GLG
Trust disclaims beneficial ownership of these shares, except for the
58,900,370 shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 9 Pages
(a) Sole power to vote or direct the vote: 590,541
shares (consisting of 101,412 shares of Common Stock
and 489,129 shares of restricted stock) held by Mr.
Schreyer in his individual capacity
(b) Shared power to vote or direct the vote: 158,928,552
shares (consisting of 158,928,552 shares of voting
stock (including 58,904,993 Exchangeable Securities
which are exchangeable for Common Stock) held by the
parties to the Voting Agreement)(6)
(c) Sole power to dispose or direct the disposition:
59,490,911 shares (consisting of (1) 58,900,370
Exchangeable Securities which are exchangeable for
Common Stock held by Mr. Schreyer in his capacity as
trustee of the Gottesman GLG Trust and (2) 101,412
shares of Common Stock and 489,129 shares of
restricted stock held by Mr. Schreyer in his
individual capacity)
(d) Shared power to dispose or direct the disposition:
-0-
Section (b) of Item 5 is supplemented as follows:
o On November 2, 2007 and February 4, 2008, 576,923 and 75,250
shares of restricted stock, respectively, were granted to
Mr. Schreyer in his individual capacity under the Company's
2007 Restricted Stock Plan and/or 2007 Long-Term Incentive
Plan.
o On May 20, 2008, Mr. Gottesman purchased 1,000,000 shares of
Common Stock on the open market at a purchase price of $8.15
per share.
o On November 2, 2008, in connection with the vesting of
163,044 shares of restricted stock held by Mr. Schreyer in
his individual capacity, an aggregate of 61,632 shares of
Common Stock were withheld and transferred to the Company to
cover Mr. Schreyer's individual withholding tax obligations
with respect to the vested shares at a price of $3.20 per
share.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include a revised Exhibit 4
Exhibit 4. Joint Filing Agreement Pursuant to Rule 13d-1(k).
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(6) The 158,928,552 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Mr. Schreyer, in his
capacity as trustee of the Gottesman GLG Trust, may be deemed to have
beneficial ownership of these shares. Mr. Schreyer, in his capacity as
trustee of the Gottesman GLG Trust and in his individual capacity,
disclaims beneficial ownership of these shares, except for the 59,490,911
shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned hereby certify that the information set forth in
this statement is true, complete and correct.
Dated: February 17, 2009
/s/ Alejandro San Miguel
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Alejandro San Miguel
Attorney-in-fact for Noam Gottesman
/s/ Alejandro San Miguel
-----------------------------------
Alejandro San Miguel
Attorney-in-fact for Leslie J. Schreyer,
in his capacity as trustee of the
Gottesman GLG Trust
/s/ Alejandro San Miguel
-----------------------------------
Alejandro San Miguel
Attorney-in-fact for Leslie J. Schreyer