UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
Emmanuel Roman
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 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Emmanuel Roman
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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
France
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
159,725,152 shares(1)(2) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
1,466 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
1,466 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% 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. Roman is a managing director of GLG Partners Limited
and may be deemed to have beneficial ownership of these shares. Mr. Roman
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. Roman
may be deemed to have beneficial ownership of these shares. Mr. Roman
disclaims beneficial ownership of these shares, except for the 1,466 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 0.0%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roman GLG Trust
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
--------- ---------------------------------------------------------------------
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
Jersey, Channel Islands
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
158,928,552 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
18,698,529 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,698,529 shares (See Item 5)
--------- ---------------------------------------------------------------------
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)
7.6% 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 Roman
GLG Trust may be deemed to have beneficial ownership of these shares. The
Roman GLG Trust disclaims beneficial ownership of these shares, except for
the 18,698,529 shares reported in row 11.
(2) 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 6.1%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Robins
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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
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
158,928,552 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
18,698,529 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,698,529 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock(2) (See Item 5)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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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. Jeffrey A.
Robins, in his capacity as trustee of the Roman GLG Trust, may be deemed to
have beneficial ownership of these shares. Jeffrey A. Robins, in his
capacity as trustee of the Roman GLG Trust and in his individual capacity,
disclaims beneficial ownership of these shares, except for the 18,698,529
shares reported in row 11.
(2) 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 6.1%.
SCHEDULE 13D
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CUSIP No. 37929X 107 Page 5 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jackson Holding Services Inc.
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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
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
158,928,552 shares(1) (See Item 5)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
18,698,529 shares (See Item 5)
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,698,529 shares (See Item 5)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock(2) (See Item 5)
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14 TYPE OF REPORTING PERSON
CO
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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. Jackson
Holding Services Inc. may be deemed to have beneficial ownership of these
shares. Jackson Holding Services Inc. is wholly owned by Jeffrey A. Robins,
in his capacity as trustee of the Roman GLG Trust, and disclaims beneficial
ownership of these shares, except for the 18,698,529 shares reported in row
11.
(2) 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 6.1%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 6 of 10 Pages
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") to the Schedule 13D dated
November 13, 2007 (the "Schedule 13D") jointly filed by Emmanuel Roman and
Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust (the "Roman
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. 2 is being
filed solely to add the Roman GLG Trust as a Reporting Person to the original
Schedule 13D filing with respect to securities previously reported by the Roman
Trustee on behalf of the Roman GLG Trust in November 2007 and to update certain
other information under Items 5 and 7 in the Schedule 13D and Amendment No. 1 to
the Schedule 13D dated March 24, 2008 ("Amendment No. 1"). Unless otherwise
defined in this Amendment No. 2, capitalized terms have the meanings set forth
in the Schedule 13D and Amendment No. 1.
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 Roman GLG Trust as
follows:
This statement is being filed jointly by Emmanuel Roman, the Roman GLG
Trust, Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust (the
"Roman Trustee"), and Jackson Holding Services Inc. Mr. Roman, the Roman GLG
Trust, the Roman Trustee and Jackson Holding Services Inc. are hereinafter
sometimes collectively referred to as the "Reporting Persons". The address of
the business office of Mr. Roman is c/o GLG Partners, Inc., 399 Park Avenue,
38th Floor, New York, New York 10022. The address of the business offices of the
Roman GLG Trust, the Roman Trustee and Jackson Holding Services Inc. is c/o
Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York, 10112. Mr.
Roman is a citizen of France, the Roman GLG Trust is a trust organized under the
laws of Jersey, Channel Islands, the Roman Trustee is a citizen of the United
States of America and Jackson Holding Services Inc. is a British Virgin Islands
company.
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 7 of 10 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:
Emmanuel Roman
(i) Amount beneficially owned: 1,466 shares
(ii) Percent of class: 0.0% 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:
1,466 shares
(d) Shared power to dispose or direct the disposition:
796,600 shares (consisting of 398,300 shares and
398,300 warrants)(3)
----------
(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 percentages for Mr. Roman, the Roman GLG
Trust, the Roman Trustee and Jackson Holding Services Inc. would be 0.0%,
6.1%, 6.1% and 6.1%, respectively.
(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. Roman may be deemed to
have beneficial ownership of these shares. Mr. Roman disclaims beneficial
ownership of these shares, except for the 1,466 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. Roman is a managing director of GLG Partners Limited
and may be deemed to have beneficial ownership of these shares. Mr. Roman
disclaims beneficial ownership of these shares.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 10 Pages
Roman GLG Trust
(i) Amount beneficially owned: 18,698,529 shares
(ii) Percent of class: 7.6% 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:
18,698,529 shares
(d) Shared power to dispose or direct the disposition:
-0-
Jeffrey A. Robins
(i) Amount beneficially owned: 18,698,529 shares
(ii) Percent of class: 7.6% 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)(6)
----------
(4) 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 percentages for Mr. Roman, the Roman GLG
Trust, the Roman Trustee and Jackson Holding Services Inc. would be 0.0%,
6.1%, 6.1% and 6.1%, respectively.
(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 Roman GLG Trust may be
deemed to have beneficial ownership of these shares. The Roman GLG Trust
disclaims beneficial ownership of these shares, except for the 18,698,529
shares reported in (i) above.
(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. Robins, in his capacity
as trustee of the Roman GLG Trust, may be deemed to have beneficial
ownership of these shares. Mr. Robins, in his capacity as trustee of the
Roman GLG Trust and in his individual capacity, disclaims beneficial
ownership of these shares, except for the 18,698,529 shares reported in (i)
above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 10 Pages
(c) Sole power to dispose or direct the disposition:
18,698,529 shares
(d) Shared power to dispose or direct the disposition:
-0-
Jackson Holding Services Inc.
(i) Amount beneficially owned: 18,698,529 shares
(ii) Percent of class: 7.6% of outstanding shares of Common
Stock(7)
(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)(8)
(c) Sole power to dispose or direct the disposition:
18,698,529 shares
(d) Shared power to dispose or direct the disposition:
-0-
(b) None of the Reporting Persons, nor to the knowledge of the
Reporting Persons, any of the executive officers or directors of Jackson Holding
Services Inc., has engaged in any transactions involving Exchangeable Securities
or Common Stock during the 60 days prior to the date of this Amendment No. 2.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include a revised Exhibit 7.
Exhibit 7. Joint Filing Agreement Pursuant to Rule 13d-1(k).
----------
(7) 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 percentages for Mr. Roman, the Roman GLG
Trust, the Roman Trustee and Jackson Holding Services Inc. would be 0.0%,
6.1%, 6.1% and 6.1%, respectively.
(8) The 158,928,552 shares are held by the parties to the Voting Agreement
dated as of June 22, 2007 described in Item 6. Jackson Holding Services
Inc. may be deemed to have beneficial ownership of these shares. Jackson
Holding Services Inc. is wholly owned by Jeffrey A. Robins, in his capacity
as trustee of the Roman GLG Trust, and disclaims beneficial ownership of
these shares, except for the 18,698,529 shares reported in (i) above.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 10 of 10 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
-------------------------------------
Alejandro San Miguel
Attorney-in-fact for Emmanuel Roman
/s/ Jeffrey A. Robins
-------------------------------------
Jeffrey A. Robins, in his capacity as
trustee of the Roman GLG Trust
/s/ Jeffrey A. Robins
-------------------------------------
Jeffrey A. Robins
Jackson Holding Services Inc.
By: /s/ Jeffrey A. Robins
---------------------------------
Name: Jeffrey A. Robins
Title: President and Secretary