0001341004-16-001102.txt : 20160205 0001341004-16-001102.hdr.sgml : 20160205 20160205153520 ACCESSION NUMBER: 0001341004-16-001102 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GP Investments Acquisition Corp. CENTRAL INDEX KEY: 0001635282 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88862 FILM NUMBER: 161392036 BUSINESS ADDRESS: STREET 1: MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345 949 8066 MAIL ADDRESS: STREET 1: MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GPIAC, LLC CENTRAL INDEX KEY: 0001642652 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 345 949 8066 MAIL ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Amendment No. )*
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
GP Investments Acquisition Corp.
(Name of Issuer)
 
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 
G40357 124
(CUSIP Number)
  
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨
  
Rule 13d-1(b)
¨
  
Rule 13d-1(c)
ý
  
Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No.
G40357 124
  
 
1
NAME OF REPORTING PERSON
 
GPIAC, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
(b) ¨
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
 
None
6
SHARED VOTING POWER
 
4,252,500 (1)
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
4,252,500 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,252,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (2)
12
TYPE OF REPORTING PERSON
 
OO
       

 
(1)
The sole member of GPIAC, LLC, a Delaware limited liability company is GPIC, Ltd. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the 4,252,500 of the Issuer’s ordinary shares owned by GPIAC, LLC.
 
 
(2)
Based on 21,562,500 of the Issuer’s ordinary shares outstanding as of November 2, 2015 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2015.
 
 
 
 

CUSIP No.
G40357 124
  
 
1
NAME OF REPORTING PERSON
 
GP Investments, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
4,252,500 (1)
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
4,252,500 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,252,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (2)
12
TYPE OF REPORTING PERSON
 
OO
       

 
(1)
The sole member of GPIAC, LLC, a Delaware limited liability company is GPIC, Ltd. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the 4,252,500 of the Issuer’s ordinary shares owned by GPIAC, LLC.
 
 
(2)
Based on 21,562,500 of the Issuer’s ordinary shares outstanding as of November 2, 2015 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2015.
 
 
 
 

CUSIP No.
G40357 124
  
 
1
NAME OF REPORTING PERSON
 
GPIC, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
4,252,500 (1)
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
4,252,500 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,252,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (2)
12
TYPE OF REPORTING PERSON
 
OO
       

 
(1)
The sole member of GPIAC, LLC, a Delaware limited liability company is GPIC, Ltd. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the 4,252,500 of the Issuer’s ordinary shares owned by GPIAC, LLC.
 
 
(2)
Based on 21,562,500 of the Issuer’s ordinary shares outstanding as of November 2, 2015 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2015.
 
 
 
 
 
CUSIP No.
G40357 124
  
 
1
NAME OF REPORTING PERSON
 
Alvaro Lopes da Silva Neto
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
4,252,500 (1)
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
4,252,500 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,252,500
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (2)
12
TYPE OF REPORTING PERSON
 
IN
       

 
(1)
The sole member of GPIAC, LLC, a Delaware limited liability company is GPIC, Ltd. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the 4,252,500 of the Issuer’s ordinary shares owned by GPIAC, LLC.
 
 
(2)
Based on 21,562,500 of the Issuer’s ordinary shares outstanding as of November 2, 2015 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2015.
 
 
 
 
 
CUSIP No.
G40357 124
  
   
Item 1(a)
Name of Issuer:
 
GP Investments Acquisition Corp. (the “Issuer”)
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
150 E. 52nd Street, Suite 5003
New York, NY 10022

Item 2(a)
Name of Person Filing:
   
The name of the persons (collectively, the “Reporting Persons”) filing this Schedule 13G are:
 
GPIAC, LLC
GP Investments, Ltd.
GPIC, Ltd.
Alvaro Lopes da Silva Neto
 
Item 2(b)
Address of Principal Business Office or, if None, Residence:
   
For GPIAC, LLC:
4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807
 
For GP Investments, Ltd.:
129 Front Street HM12, Suite 4, Penthouse, Hamilton, Bermuda
 
For GPIC, Ltd.:
129 Front Street HM12, Suite 4, Penthouse, Hamilton, Bermuda
 
For Alvaro Lopes da Silva Neto:
150 E. 52nd Street, Suite 5003, New York, NY 10022

 
Item 2(c)
Citizenship:
   
GPIAC, LLC is a company organized and existing under the laws of the State of Delaware. GP Investments, Ltd. and GPIC, Ltd. are companies organized and existing under the laws of Bermuda. Alvaro Lopes da Silva Neto is a citizen of Brazil.
 
Item 2(d)
Title of Class of Securities:
   
Ordinary Shares, par value $0.0001, of the Issuer
 
 
 
 

CUSIP No.
G40357 124
  
     
Item 2(e)
CUSIP Number:
   
G40357 124
 
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.
 
Item 4.
Ownership
 
The percentages used in this Item 4 are calculated based on 21,562,500 of the Issuer’s ordinary shares outstanding as of November 2, 2015 as disclosed in Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015.
 
GPIAC, LLC
 
a)
Amount beneficially owned: 4,252,500
 
 
b)
Percent of Class: 19.7%
 
 
c)
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 4,252,500
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 4,252,500
 
GP Investments, Ltd.
 
a)
Amount beneficially owned: 4,252,500

 
b)
Percent of Class: 19.7%

 
c)
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 4,252,500
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 4,252,500

GPIC, Ltd.
 
a)
Amount beneficially owned: 4,252,500
 
 
b)
Percent of Class: 19.7%
 
 
c)
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 4,252,500
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 4,252,500

Alvaro Lopes da Silva Neto
 
a)
Amount beneficially owned: 4,252,500
 
 
b)
Percent of Class: 19.7%
 
 
c)
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 4,252,500
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 4,252,500
 
 
 
 
 


CUSIP No.
G40357 124
  
 
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
   
Not Applicable.
 
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
   
Not Applicable.
 
Item 9.
Notice of Dissolution of Group
   
Not Applicable.
 
Item 10.
Certification
   
 Not Applicable.
 
 
 
 
 
CUSIP No.
G40357 124
  
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 5, 2016
 
 
GPIAC, LLC
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Officer
           
 
GP Investments, Ltd.
           
     
By:
   /s/ Antonio Bonchristiano
      Name:   Antonio Bonchristiano
      Title:   Chief Executive Officer
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Chief Financial Oficer
 
 
GPIC, Ltd.
           
     
By:
   /s/ Antonio Bonchristiano
      Name:   Antonio Bonchristiano
      Title:   Director
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Director
           
 
Alvaro Lopes da Silva Neto
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1 - JOINT FILING AGREEMENT ex99_1.htm
 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of GP Investments Acquisition Corp.
 
 
Date: February 5, 2016
 
 
 
GPIAC, LLC
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Officer
           
 
GP Investments, Ltd.
           
     
By:
   /s/ Antonio Bonchristiano
      Name:   Antonio Bonchristiano
      Title:   Chief Executive Officer
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Chief Financial Oficer
 
 
GPIC, Ltd.
           
     
By:
   /s/ Antonio Bonchristiano
      Name:   Antonio Bonchristiano
      Title:   Director
           
     
By:
   /s/ Alvaro Lopes da Silva Neto
      Name:   Alvaro Lopes da Silva Neto
      Title:   Director
           
 
Alvaro Lopes da Silva Neto
           
     
By:
   /s/ Alvaro Lopes da Silva Neto