-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H1/Jzf0qxZr2Mql6xonfs5qmtfxJPZ80IBN8oUIybn8JxnRfF4zdh+3fF7zYkhqe nV/cDNTmvbK6RANSTFXrkQ== 0001144204-08-009766.txt : 20080214 0001144204-08-009766.hdr.sgml : 20080214 20080214172449 ACCESSION NUMBER: 0001144204-08-009766 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: HAYGROUND COVE ASSET MANAGEMENT LLC GROUP MEMBERS: HAYGROUND COVE ASSOCIATES LP GROUP MEMBERS: HAYGROUND COVE FUND MANAGEMENT LLC GROUP MEMBERS: HAYGROUND COVE OVERSEAS PARTNERS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ader Jason CENTRAL INDEX KEY: 0001327998 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: (212)445-7800 MAIL ADDRESS: STREET 1: C/O HAYGROUND COVE ASSET MANAGEMENT LLC STREET 2: 1370 SIXTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Consumer Acquisition Corp. CENTRAL INDEX KEY: 0001406251 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 260469120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83392 FILM NUMBER: 08619253 BUSINESS ADDRESS: STREET 1: C/O HAYGROUND COVE ASSET MANAGEMENT LLC STREET 2: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.445.7800 MAIL ADDRESS: STREET 1: C/O HAYGROUND COVE ASSET MANAGEMENT LLC STREET 2: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 v103934_sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

 
Global Consumer Acquistion Corp.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
378983100
(CUSIP Number)

December 31, 2007
(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for reporting person’s initial filings on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
7200/35180-001 Current/10764090v4
 
 
 
 
     
CUSIP No. 378983100
SCHEDULE 13G
Page 2 of 11 Pages
 
 
1
 
NAME OF REPORTING PERSON
 
Jason Ader
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER  
 
0
 
6
 
SHARED VOTING POWER 
 
7,695,714
 
7
 
SOLE DISPOSITIVE POWER 
 
0
 
8
 
SHARED DISPOSITIVE POWER 
 
7,695,714
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,695,714
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
19.27%
 
12
 
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
     
CUSIP No. 378983100
SCHEDULE 13G
Page 3 of 11 Pages
 
 
1
 
NAME OF REPORTING PERSON
 
Hayground Cove Asset Management LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER  
 
0
 
6
 
SHARED VOTING POWER 
 
7,695,714
 
7
 
SOLE DISPOSITIVE POWER 
 
0
 
8
 
SHARED DISPOSITIVE POWER 
 
7,695,714
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,695,714
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
19.27%
 
12
 
TYPE OF REPORTING PERSON*
 
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
     
CUSIP No. 378983100
SCHEDULE 13G
Page 4 of 11 Pages
 
 
1
 
NAME OF REPORTING PERSON
 
Hayground Cove Fund Management LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 81-0587515
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER  
 
0
 
6
 
SHARED VOTING POWER 
 
7,430,190
 
7
 
SOLE DISPOSITIVE POWER 
 
0
 
8
 
SHARED DISPOSITIVE POWER 
 
7,430,190
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,430,190
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
18.61%
 
12
 
TYPE OF REPORTING PERSON*
 
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
     
CUSIP No. 378983100
SCHEDULE 13G
Page 5 of 11 Pages
 
 
1
 
NAME OF REPORTING PERSON
 
Hayground Cove Associates LP
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 81-0587520
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER  
 
0
 
6
 
SHARED VOTING POWER 
 
6,133,459
 
7
 
SOLE DISPOSITIVE POWER 
 
0
 
8
 
SHARED DISPOSITIVE POWER 
 
6,133,459
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,133,459
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
15.36%
 
12
 
TYPE OF REPORTING PERSON*
 
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
     
CUSIP No. 378983100
SCHEDULE 13G
Page 6 of 11 Pages
 
 
1
 
NAME OF REPORTING PERSON
 
Hayground Cove Overseas Partners, Ltd.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: N/A
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER  
 
0
 
6
 
SHARED VOTING POWER 
 
2,351,845
 
7
 
SOLE DISPOSITIVE POWER 
 
0
 
8
 
SHARED DISPOSITIVE POWER 
 
2,351,845
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,351,845
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
5.89%
 
12
 
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 

Page 7 of 11 Pages
 
Item 1(a).
Name of Issuer:

   
This statement on Schedule 13G (this “Statement”) relates to securities issued by Global Consumer Acquisition Corp., a Delaware corporation (the “Issuer”).

Item 1(b).
Address of Issuer’s Principal Executive Offices:

   
1370 Avenue of the Americas, 28th Floor
   
New York, NY 10019

Item 2(a).
Name of Person Filing:
 
   
This Statement is being filed by (i) Jason Ader, an individual; (ii) Hayground Cove Asset Management LLC, a Delaware limited liability company (“HCAM”); (iii) Hayground Cove Fund Management LLC, a Delaware limited liability company (“HCFM”); (iv) Hayground Cove Associates L.P., a Delaware limited partnership (“HCA”); and (v) Hayground Cove Overseas Partners, Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“HCOP” and, together with Mr. Ader, HCAM, HCFM and HCA, the “Reporting Persons”).

Item 2(b).
Address of Principal Business Office:

   
The principal business address and principal office address of each of the Reporting Persons, other than HCOP, is 1370 6th Avenue, New York, New York 10019. The principal business address and principal office address of HCOP is c/o Ogier Fiduciary Services (Cayman) Limited, Queensgate House, South Church Street, P.O. Box 1234, Grand Cayman, KY1-1108, Cayman Islands.

Item 2(c).
Citizenship:

   
Mr. Ader is a United States citizen.

Item 2(d).
Title of Class of Securities:

   
This Statement relates to common stock, par value $0.0001 per share of the Issuer (the “Common Stock”).

Item2 (e).
CUSIP Number:

   
The CUSIP number relating to the Common Stock is  378983100.

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 
 
 

Page 8 of 11 Pages

Item 4.
Ownership:

   
(a)
Amount Beneficially Owned:

   
As of December 31, 2007, each of Mr. Ader and HCAM beneficially owned 7,695,714 shares of Common Stock.
 
   
As of Decmeber 31, 2007, HCFM beneficially owned 7,430,190 shares of Common Stock.

   
As of December 31, 2007, HCA beneficially owned 6,133,459 shares of Common Stock.
 
   
As of December 31, 2007, HCOP beneficially owned 2,351,845 shares of Common Stock.

   
Each of Mr. Ader, HCAM, HCFM and HCA indirectly hold their shares of Common Stock.1  With the exception of 265,524 shares of Common Stock directly held by HCAM and 2,351,845 shares of Common Stock directly held by HCOP. Mr. Ader is the sole member of HCAM, which in turn is the managing member of HCFM. In addition, HCFM serves as general partner of (i) certain Delaware limited partnership funds and (ii) HCA, an investment manager that provides investment and advisory services to certain offshore entities (including without limitation, HCOP) and individually managed accounts (the limited partnership funds, offshore entities and managed accounts collectively, the “Client Funds”). With the exception of HCOP, none of the Client Funds is deemed to be a reporting person.

 
(b)
Percent of Class:

   
As of December 31, 2007, each of Mr. Ader and HCAM beneficially owned 19.27% of the issued and outstanding shares of Common Stock.

   
As of December 31, 2007, HCFM beneficially owned 18.61% of the issued and outstanding shares of Common Stock.

   
As of December 31, 2007, HCA beneficially owned 15.36% of the issued and outstanding shares of Common Stock.

   
As of December 31, 2007, HCOP beneficially owned 5.89% of the issued and outstanding shares of Common Stock.

(c)
Number of shares as to which the Reporting Person has:

   
As of December 31, 2007, each of Mr. Ader and HCAM had the power to vote and to dispose of shares of Common Stock as follows:
 
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 7,695,714
 
(iii)
Sole power to dispose or to direct the disposition of: -0-
 
(iv)
Shared power to dispose or to direct the disposition of: 7,695,714

   
As of December 31, 2007, HCFM had the power to vote and to dispose of shares of Common Stock as follows:
 
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 7,430,190
 
(iii)
Sole power to dispose or to direct the disposition of: -0-
 
(iv)
Shared power to dispose or to direct the disposition of: 7,430,190
 
____________________
1 With the exception of 265,524 shares of Common Stock directly held by HCAM and 2,351,845 shares of Common Stock directly held by HCOP.
 
 
 
 
Page 9 of 11 Pages
 
   
As of December 31, 2007, HCA had the power to vote and to dispose of shares of Common Stock as follows:

 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 6,133,459
 
(iii)
Sole power to dispose or to direct the disposition of: -0-
 
(iv)
Shared power to dispose or to direct the disposition of: 6,133,459

   
As of December 31, 2007, HCOP had the power to vote and to dispose of shares of Common Stock as follows:
 
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote: 2,351,845
 
(iii)
Sole power to dispose or to direct the disposition of: -0-
 
(iv)
Shared power to dispose or to direct the disposition of: 2,351,845

 
 
 

Page 10 of 11 Pages
 
Item 5.
Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

   
Except as stated elsewhere in Item 4 of this Statement, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock indirectly owned by the Reporting Persons.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8.
Identification and Classification of Members of the Group:

See the Joint Filing Agreement among the Reporting Persons attached hereto as Exhibit A.

Item 9.
  
Notice of Dissolution of Group:

Not applicable.

Item 10.
Certifications:

   
Not applicable.


 
 
 

Page 11 of 11 Pages
 
SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.


Dated: February 14, 2008


By:/s/ Jason Ader                                              
Jason Ader
 
HAYGROUND COVE ASSET MANAGEMENT LLC
 
By:/s/ Jason Ader                                               
Jason Ader
Sole Member
 
HAYGROUND COVE FUND MANAGEMENT LLC
 
By:Hayground Cove Asset Management LLC,
its Managing Member
 
By:/s/ Jason Ader                                        
Jason Ader
Sole Member
 
HAYGROUND COVE ASSOCIATES LP
 
By:Hayground Cove Fund Management LLC,
its General Partner
 
By: Hayground Cove Asset Management LLC, its Managing Member
 
By:/s/ Jason Ader               
Jason Ader
Sole Member
 
HAYGROUND COVE OVERSEAS PARTNERS, LTD.
 
By:Hayground Cove Associates LP

By: Hayground Cove Fund Management LLC,
its General Partner
 
By: Hayground Cove Asset Management LLC, its Managing Member
 
By: /s/ Jason Ader                    
Jason Ader
Sole Member
 
 
 
 

EXHIBIT A
 
FILING AGREEMENT
BETWEEN JASON ADER,
HAYGROUND COVE ASSET MANAGEMENT LLC AND
HAYGROUND COVE FUND MANAGEMENT LLC


The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, $0.0001 par value, of Global Consumer Acquisition Corporation, dated as of even date herewith is and shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
Dated: February 14, 2008
 
By:/s/ Jason Ader
Jason Ader
 
HAYGROUND COVE ASSET MANAGEMENT LLC
 
By:/s/ Jason Ader
Jason Ader
Sole Member
 
HAYGROUND COVE FUND MANAGEMENT LLC
 
By:Hayground Cove Asset Management LLC,
its Managing Member
 
By:/s/ Jason Ader
Jason Ader
Sole Member
 
HAYGROUND COVE ASSOCIATES LP
 
By:Hayground Cove Fund Management LLC,
its General Partner
 
By:Hayground Cove Asset Management LLC, its Managing Member
 
By:/s/ Jason Ader 
Jason Ader
Sole Member
 
HAYGROUND COVE OVERSEAS PARTNERS, LTD.
 
By:Hayground Cove Associates LP

By: Hayground Cove Fund Management LLC, its General Partner
 
By: Hayground Cove Asset Management LLC, its Managing Member
 
By: s/ Jason Ader 
Jason Ader
Sole Member
 
 
2
 
 
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