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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) (6) (9) | $ 7.5 | 10/14/2010 | J(10) | 90,200 | (9) | 12/28/2011 | Common Stock | 90,200 (7) | $ 0.129 | 0 | I | by GLG Partners LP, as manager (8) | |||
| FA Sub 2 Limited Exchangeable Class B Ordinary Shares | (1) | 10/14/2010 | C(1) | 4,623 | (1) | (1) | Common Stock | 4,623 | (1) | 0 | D | ||||
| Series A Voting Preferred Stock | (1) | 10/14/2010 | J(1) | 4,623 | (1) | (1) | Common Stock | 4,623 | $ 0.0001 (1) | 0 | D | ||||
| FA Sub 2 Limited Exchangeable Class B Ordinary Shares | (1) | 10/14/2010 | C(1) | 58,900,370 | (1) | (1) | Common Stock | 58,900,370 | (1) | 0 | I | by the Gottesman GLG Trust (2) | |||
| Series A Voting Preferred Stock | (1) | 10/14/2010 | J(1) | 58,900,370 | (1) | (1) | Common Stock | 58,900,370 | $ 0.0001 (1) | 0 | I | by the Gottesman GLG Trust (2) | |||
| 5.00% Dollar-Denominated Conv. Subordinated Notes Due 2014 | (11) | 10/14/2010 | J(12) | 10,000,000 | 05/15/2009 | 05/15/2014 | Common Stock | 2,688,172 | $ 10,000,000 | 0 | I | by the Gottesman GLG Trust (13) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gottesman Noam C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | X | Chairman & Co-CEO | |
| /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Prior to the share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the "Share Exchange Agreement") among Man Group plc ("Man") and Messrs. Gottesman, Emmanuel Roman and Pierre Lagrange, together with their related trusts and affiliated entities, two limited partnerships that held shares for the benefit of key personnel who are participants in GLG Partners, Inc.'s ("GLG") equity participation plans and the permitted transferees of such limited partnerships, FA Sub 2 Limited Exchangeable Shares were exchangeable at any time at the election of the holder for one share of common stock of GLG. For each Exchangeable Share that was exchanged for common stock of GLG, a corresponding share of Series A Preferred Stock was automatically redeemed for its par value of $0.0001 per share. |
| (2) | These securities had been beneficially owned by the Gottesman GLG Trust (the "Trust") and Leslie J. Schreyer, in his capacity as trustee of the Trust (the "Trustee"). Mr. Gottesman has a pecuniary interest in these securities as a beneficiary of the Trust. |
| (3) | Under the terms of the Share Exchange Agreement, these shares were exchanged for 5,019 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share). |
| (4) | Under the terms of the Share Exchange Agreement, these shares were exchanged for 63,942,242 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share). |
| (5) | These shares of common stock of GLG were cancelled pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended, among Man, Escalator Sub 1 Inc. (a wholly owned subsidiary of Man) and GLG, with GLG as the surviving corporation and a wholly owned subsidiary of Man (the "Merger"), in exchange for the right to receive $4.50 per share in cash, without interest. |
| (6) | These securities were part of units, consisting of one share of common stock of GLG and one warrant, which were held by certain investment funds and managed accounts managed by GLG Partners LP, as investment manager. |
| (7) | Mr. Gottesman disclaimed beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gottesman had been the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (8) | These securities had been held by certain investment funds and managed accounts managed by GLG Partners LP, as investment manager. GLG Partners Limited is the general partner of GLG Partners LP, and Messrs. Gottesman, Emmanuel Roman and Pierre Lagrange are Managing Directors of GLG Partners Limited with power to exercise investment over the securities owned by the investment funds and managed accounts and as a result, may be deemed to have been the beneficial owner of these securities. As discussed above in footnote (7), Mr. Gottesman disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (9) | Each warrant was exercisable for one share of common stock at any time commencing on or after December 21, 2007, provided in each case, that there was an effective registration statement in effect at such time covering the shares of common stock underlying the warrants. |
| (10) | Pursuant to the terms of GLG's warrant tender offer which expired on October 14, 2010, as described in GLG's Tender Offer Statement on Schedule TO, as amended, filed with the Securities and Exchange Commission on September 24, 2010, GLG Partners LP, as investment manager of the investment funds and managed accounts which hold the warrants, tendered all 90,200 warrants in exchange for $0.129 per warrant, in cash, without interest. |
| (11) | Prior to the Merger, the notes were convertible at any time by the holder into shares of common stock at an initial conversion rate of 268.8172 shares of common stock per $1,000 principal amount of notes, which represents a conversion price of approximately $3.72 per share of common stock, subject to certain adjustments. |
| (12) | As a result of the Merger, the conversion rights of the notes were adjusted so that from and after the Merger, the notes may only be converted into cash equal to $4.50 times the number of shares of GLG into which the notes were convertible immediately prior to the Merger, subject to certain adjustments. |
| (13) | Securities beneficially owned indirectly by the Trust and the Trustee through TOMS International Ltd., a wholly owned subsidiary of the Trust. Mr. Gottesman has a pecuniary interest in these securities as a beneficiary of the Trust. |