0000921895-13-000821.txt : 20130418 0000921895-13-000821.hdr.sgml : 20130418 20130418085609 ACCESSION NUMBER: 0000921895-13-000821 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130418 DATE AS OF CHANGE: 20130418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLEACHER & COMPANY, INC. CENTRAL INDEX KEY: 0000782842 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 222655804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45559 FILM NUMBER: 13768245 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-273-7100 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT GLEACHER SECURITIES GROUP, INC. DATE OF NAME CHANGE: 20090605 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT SECURITIES GROUP, INC. DATE OF NAME CHANGE: 20071228 FORMER COMPANY: FORMER CONFORMED NAME: BROADPOINT SECURITIES GROUP INC. DATE OF NAME CHANGE: 20071228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d09291002_04172013.htm sc13d09291002_04172013.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Gleacher & Company, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
377341 10 2
(CUSIP Number)
 
 
Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
65 East 55th Street
New York, New York 10022
(212) 451-2300
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 8, 2013
(Date of Event Which Requires Filing of This Statement)
 
 
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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
 
 
(Page 1 of 22 Pages)
 
______________________________
* 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 disclosures provided in a prior cover page.
 
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 2 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Clinton Spotlight Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,434,002 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,434,002 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,434,002 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
CO

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 3 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Clinton Magnolia Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
356,501 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
356,501 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
356,501 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
14
TYPE OF REPORTING PERSON
 
CO

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 4 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Clinton Relational Opportunity Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,148,547 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,148,547 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,148,547 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
CO

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 5 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Clinton Relational Opportunity, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,148,547 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,148,547 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,148,547 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
OO

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 6 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Clinton Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,273,819 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,273,819 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,273,819 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
CO; IA

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 7 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
George E. Hall
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,273,819 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,273,819 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,273,819 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
IN

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 8 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Scott Arnold
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,000 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,000 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 9 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Lee Fensterstock
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF; OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,800,175 shares of Common Stock*
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,800,175 shares of Common Stock*
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,800,175 shares of Common Stock*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%*
14
TYPE OF REPORTING PERSON
 
IN
 
*           Includes 2,000,000 shares underlying vested options.  See Item 5.

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 10 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Kenneth Grossman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
40,000 shares of Common Stock
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
40,000 shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,000 shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 11 of 22 Pages
 
1
NAME OF REPORTING PERSON
 
Thomas J. Hughes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,666,667 shares of Common Stock*
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,666,667 shares of Common Stock*
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,666,667 shares of Common Stock*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%*
14
TYPE OF REPORTING PERSON
 
IN
 
*           Represents shares underlying restricted stock units and options that have vested or will vest within 60 days.  See Item 5.

 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 12 of 22 Pages
 
Item 1.
SECURITY AND ISSUER
   
 
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Gleacher & Company, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 1290 Avenue of the Americas, New York, New York 10104.

Item 2.
IDENTITY AND BACKGROUND
 
 
(a) This Schedule 13D is filed by: (i) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership (“SPOT”); (ii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company (“CMAG”); (iii) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“CREL”); (iv) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL (“CRO”); (v) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT and CMAG, is the sole member of CRO and has a sub-advisory agreement governing a portion of a mutual fund portfolio (“CASF”) that beneficially owns Common Stock (“CGI”); (vi) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI (“Mr. Hall” and together with SPOT, CMAG, CREL, CRO and CGI, “Clinton”); (vii) Scott Arnold, a United States citizen (“Mr. Arnold”); (viii) Lee Fensterstock, a United States citizen (“Mr. Fensterstock”); (ix) Kenneth Grossman, a United States citizen (“Mr. Grossman”); and (x) Thomas J. Hughes, a United States citizen (“Mr. Hughes” and together with Clinton, Mr. Arnold, Mr. Fensterstock and Mr. Grossman, the “Reporting Persons”).
 
(b) The principal business address of CGI, CRO, Mr. Hall and Mr. Arnold is 601 Lexington Avenue, 51st Floor, New York, New York 10019.  The principal business address of SPOT, CMAG and CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.  The principal business address of Mr. Fensterstock is c/o Fensterstock Associates, LLC, 445 Lafayette Street, New York, New York 10003.  The principal business address of Mr. Grossman is 18 Norfolk Road, Great Neck, New York 11020.  The principal business address of Mr. Hughes is 1290 Avenue of the Americas, New York, New York 10104.
 
(c) The principal business of CGI and CRO is to provide investment management services to funds, private individuals and institutions.  The principal business of SPOT, CMAG and CREL is to invest in securities.  The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI.  The principal business of Mr. Arnold is to serve as Senior Portfolio Manager, Private Equity & ABS of CGI.  The principal business of Mr. Fensterstock is to serve as Chairman and Chief Executive Officer of Fensterstock Associates, LLC, an investment firm.  The principal business of Mr. Grossman is to serve as a consultant to the chief executive officer of Signature Group Holdings, Inc., a diversified business and financial services enterprise, and as a director of Lehman Brothers Special Funding, Inc.  The principal business of Mr. Hughes is to serve as Chief Executive Officer of the Issuer.
 
(d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Mr. Hall, Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes are citizens of the United States.
 
The name, citizenship, present principal occupation or employment and business address of each director and executive officer or general partner, as applicable, of CGI, SPOT, CMAG, CREL and CRO is set forth in Appendix A attached hereto.  To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Common Stock.
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 13 of 22 Pages
 
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
 
Clinton used a total of approximately $2,698,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein as beneficially owned by Clinton. Mr. Arnold used a total of approximately $3,540 (excluding brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein as beneficially owned by him.  Mr. Fensterstock used a total of approximately $1,038,467 (excluding brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein as beneficially owned by him.  Mr. Grossman used a total of approximately $26,400 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein as beneficially owned by him.
 
Funds for the purchase of the Common Stock reported herein as beneficially owned by Clinton were derived from (i) available working capital of SPOT, for the shares of Common Stock held directly by it; (ii) available working capital of CMAG, for the shares of Common Stock held directly by it; (iii) available working capital of CREL, for the shares of Common Stock held directly by it; (iv) available working capital of CASF, for the shares of Common Stock held directly by it; and (vv) margin borrowings described in the following sentence, for the shares of Common Stock held directly by SPOT, CMAG, CREL and CASF. Such Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein as beneficially owned by Clinton.
 
The Common Stock reported herein as beneficially owned by Mr. Arnold was purchased solely with the personal funds of Mr. Arnold and none of the proceeds used to purchase the Common Stock reported herein as beneficially owned by him were provided through borrowings of any nature.
 
The Common Stock reported herein as beneficially owned by Mr. Fensterstock was purchased with the personal funds of Mr. Fensterstock and represents certain equity awards granted by the Issuer, and none of the proceeds used to purchase the Common Stock reported herein as beneficially owned by him were provided through borrowings of any nature.
 
The Common Stock reported herein as beneficially owned by Mr. Grossman was purchased solely with the personal funds of Mr. Grossman and none of the proceeds used to purchase the Common Stock reported herein as beneficially owned by him were provided through borrowings of any nature.
 
The Common Stock reported herein as beneficially owned by Mr. Hughes represents certain equity awards granted by the Issuer.
 
The shares of Common Stock reported herein as beneficially owned by Mr. Arnold, Mr. Fensterstock and Mr. Grossman are held in either cash accounts or margin accounts in the ordinary course of business.
 
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 14 of 22 Pages
 
Item 4.
PURPOSE OF TRANSACTION
   
 
Certain of the Reporting Persons initially acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer’s Common Stock represented an attractive investment opportunity.  The Reporting Persons believe that the Common Stock at current market prices is undervalued.
 
On April 8, 2013, CREL, in compliance with the bylaws of the Issuer, submitted its formal notice of intent (the “Notice”) to nominate directors at the 2013 annual meeting of stockholders of the Issuer (including any adjournment or postponement thereof or any special meeting held in lieu thereof) (the “Annual Meeting”). The Notice stated that, at the Annual Meeting, CREL intended to nominate for election as directors of the Issuer Scott Arnold, Joseph A. De Perio, Russell P. Echlov, Lee Fensterstock, Bruce M. Greenwald, Kenneth Grossman, Frederick W. Hatfield, Thomas J. Hughes, Adrian P. Kingshott, Tracy B. McKibben, Raymond C. Mikulich and Donald H. Putnam (collectively, the “Nominees”), to be determined in CREL’s sole discretion in the event there are less than twelve directors to be elected at the Annual Meeting. CREL believes that the Nominees would help create value for stockholders if they were elected to the Board of Directors of the Issuer (the “Board”) because the Nominees have decades of combined experience and expertise from their financial, investment, regulatory and directorship roles that would be invaluable in executing a rapid turnaround plan for the Issuer and redefining it as a publicly-traded asset management firm with the capacity to generate a consistent source of revenue and profitability.
 
The Reporting Persons are presently considering whether to conduct a proxy solicitation (the “Proxy Solicitation”) to elect Nominees to the Board at the Annual Meeting.
 
Certain of the Reporting Persons have, from time to time, engaged in discussions with management and the Board regarding the Issuer’s business, management, strategic alternatives and direction, board composition and related matters, including, without limitation, the need for the Board to adopt a tax benefit preservation plan to preserve and maximize the value of the Issuer’s meaningful net operating loss carryforwards and other tax attributes.  Certain of the Reporting Persons may continue to discuss such matters with the Issuer’s management and Board as well as other stockholders of the Issuer and third parties.  Mr. Hughes is Chief Executive Officer of the Issuer and accordingly may take such actions or participate in such discussions in the ordinary course of the Issuer’s business.
 
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, and/or otherwise changing their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
 
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 15 of 22 Pages
 
Item 5.
INTEREST IN SECURITIES OF THE ISSUER
   
  (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 9,785,661 shares of Common Stock, constituting approximately 7.7% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 123,242,192 shares of Common Stock outstanding as of February 28, 2013, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 18, 2013.
         
   
(i)
SPOT:
     
(a)
As of the date hereof, SPOT may be deemed the beneficial owner of 1,434,002 shares of Common Stock.
Percentage: Approximately 1.2% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 1,434,002 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 1,434,002 shares of Common Stock
         
   
(ii)
CMAG:
     
(a)
As of the date hereof, CMAG may be deemed the beneficial owner of 356,501 shares of Common Stock.
Percentage: Approximately 0.3% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 356,501 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 356,501 shares of Common Stock
         
   
(iv)
CREL:
     
(a)
As of the date hereof, CREL may be deemed the beneficial owner of 2,148,547 shares of Common Stock.
Percentage: Approximately 1.7% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 2,148,547 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition 2,148,547 shares of Common Stock
         
   
(v)
CRO
     
(a)
As of the date hereof, CRO may be deemed the beneficial owner of 2,148,547 shares of Common Stock.
Percentage: Approximately 1.7% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 2,148,547 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 2,148,547 shares of Common Stock
         
   
(v)
CGI:
     
(a)
As of the date hereof, CGI may be deemed the beneficial owner of  4,273,819 shares of Common Stock.
Percentage: Approximately 3.5% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 4,273,819 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 4,273,819 shares of Common Stock
         
   
(vi)
Mr. Hall:
     
(a)
As of the date hereof, Mr. Hall may be deemed the beneficial owner of 4,273,819 shares of Common Stock.
Percentage: Approximately 3.5% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 4,273,819 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 4,273,819 shares of Common Stock
         
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 16 of 22 Pages
 
   
(vii)
Mr. Arnold:
     
(a)
As of the date hereof, Mr. Arnold may be deemed the beneficial owner of 5,000 shares of Common Stock.
 Percentage: Approximately 0.0% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 0
       
2.  Shared power to vote or direct vote: 5,000 shares of Common Stock
       
3.  Sole power to dispose or direct the disposition: 0
       
4.  Shared power to dispose or direct the disposition: 5,000 shares of Common Stock
         
   
(viii)
Mr. Fensterstock:
     
(a)
As of the date hereof, Mr. Fensterstock may be deemed the beneficial owner of 2,800,175 shares of Common Stock, including 2,000,000 shares underlying vested options.
  Percentage: Approximately 2.2% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 2,800,175 shares of Common Stock
       
2.  Shared power to vote or direct vote: 0
       
3.  Sole power to dispose or direct the disposition: 2,800,175 shares of Common Stock
       
4.  Shared power to dispose or direct the disposition: 0
         
   
(ix)
Mr. Grossman:
     
(a)
As of the date hereof, Mr. Grossman may be deemed the beneficial owner of 40,000 shares of Common Stock.
  Percentage: Approximately 0.0% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 40,000 shares of Common Stock
       
2.  Shared power to vote or direct vote: 0
       
3.  Sole power to dispose or direct the disposition: 40,000 shares of Common Stock
       
4.  Shared power to dispose or direct the disposition: 0
         
   
(x)
Mr. Hughes:
     
(a)
As of the date hereof, Mr. Hughes may be deemed the beneficial owner of 2,666,667 shares of Common Stock underlying restricted stock units and options that have vested or will vest within 60 days.
Percentage: Approximately 2.1% as of the date hereof.
     
(b)
1.  Sole power to vote or direct vote: 2,666,667 shares of Common Stock
       
2.  Shared power to vote or direct vote: 0
       
3.  Sole power to dispose or direct the disposition: 2,666,667 shares of Common Stock
       
4.  Shared power to dispose or direct the disposition: 0
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 17 of 22 Pages
 
 
By virtue of the Proxy Solicitation, Clinton and the Nominees may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own an aggregate of 9,785,661 shares of Common Stock, constituting approximately 7.7% of the shares of Common Stock outstanding.  None of the Nominees, other than Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes, beneficially owns Common Stock or other securities of the Issuer.  Each Nominee, other than Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes, expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons.  Each of Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.  Clinton expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes.
 
(b)           By virtue of its investment management agreement with CREL, CRO has the power to vote or direct the voting, and to dispose or direct the disposition, of the 2,148,547 shares of Common Stock beneficially owned by CREL.  By virtue of its investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement governing CASF that beneficially owns 334,769 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 4,273,819 shares of Common Stock beneficially owned by SPOT, CMAG, CREL and CASF.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power.  Mr. Arnold has shared voting and dispositive power with his wife over the 5,000 shares of Common Stock beneficially owned by him.  Mr. Fensterstock has sole voting and dispositive power over the 2,800,175 shares of Common Stock beneficially owned by him.  Mr. Grossman has sole voting and dispositive power over the 40,000 shares of Common Stock beneficially owned by him.  Mr. Hughes has sole voting and dispositive power over the 2,666,667 shares of Common Stock beneficially owned by him.
   
 
(c)           Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.
   
 
(d)           No person (other than the Reporting Persons) is known to have 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 reported herein.
   
 
(e)           Not applicable.
 
Item 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
 
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.
 
The Nominees (other than Scott Arnold and Joseph De Perio) have each entered into a nominee agreement (each, a “Nominee Agreement” and collectively, the “Nominee Agreements”) pursuant to which CGI has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting, and to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election.  This summary of the Nominee Agreements is qualified in its entirety by reference to the full text of the Form of Nominee Agreement, a copy of which is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
 
Mr. Arnold, Mr. Fensterstock and Mr. Grossman have each executed a power of attorney with respect to the execution and filing of this Schedule 13D and any amendments thereto.  Copies of such powers of attorney are attached as Exhibit 3 to this Schedule 13D.
 
Other than the joint filing agreement, Nominee Agreements and powers of attorney, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.
   

Item 7.
 
MATERIAL TO BE FILED AS EXHIBITS
     
Exhibit
 
Description
1
 
Joint Filing Agreement, dated April 18, 2013
2
 
Form of Nominee Agreement
3
 
Powers of Attorney
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 18 of 22 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  April 18, 2013

CLINTON SPOTLIGHT MASTER FUND, L.P.
 
 
By: Clinton Group, Inc., its investment manager
 
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 


CLINTON MAGNOLIA MASTER FUND, LTD.
 
   
By: Clinton Group, Inc., its investment manager
 
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 


CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
 
By: Clinton Relational Opportunity, LLC, its investment manager
 
   
/s/ John Hall
 
Name:           John Hall
 
Title:           Authorized Signatory
 


CLINTON RELATIONAL OPPORTUNITY, LLC
 
   
   
/s/ John Hall
 
Name:           John Hall
 
Title:           Authorized Signatory
 
   


 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 19 of 22 Pages
 
CLINTON GROUP, INC.
 
   
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 

/s/ George E. Hall
 
George E. Hall
 
   
   
/s/ John Hall
 
John Hall, as attorney-in-fact for Scott Arnold, Lee Fensterstock and Kenneth Grossman
 
   
   
/s/ Thomas J. Hughes
 
Thomas J. Hughes
 
 
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 20 of 22 Pages
 
Appendix A

Directors and Executive Officers of Certain Reporting Persons

CLINTON GROUP, INC.

The following sets forth the name, position and principal occupation of each director and executive officer of CGI.  Each such person is a citizen of the United States of America.  The business address of each director and executive officer is 601 Lexington Avenue, 51st Floor, New York, New York 10022.

Name
Position and Principal Occupation
George E. Hall
Director, Chief Executive Officer and President
Francis A. Ruchalski
Director and Chief Financial Officer
John L. Hall
Director and Secretary
Nader Behbehani
Chief Compliance Officer

 
CLINTON SPOTLIGHT MASTER FUND, L.P.

Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT.  George Hall is the controlling person of Clinton Spotlight GP, LLC.


CLINTON MAGNOLIA MASTER FUND, LTD.

The following sets forth the name, principal occupation and business address of each director of CMAG.  There are no executive officers of CMAG.  Each such person is a citizen of the United Kingdom.

Name
 
Principal Occupation
 
Business Address
Jane Fleming
 
Client Accountant of Queensgate Bank & Trust Company Ltd.
 
 
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
Dennis Hunter
 
Director of Queensgate Bank & Trust Company Ltd.
 
 
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
 
Roger Hanson
 
Director of dms Management Ltd.
 
c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands


CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL.  George Hall is the controlling person of Clinton Relational Opportunity GP LLC.


CLINTON RELATIONAL OPPORTUNITY, LLC

George Hall is the controlling person of CRO.
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 21 of 22 Pages
 
Appendix B


TRANSACTIONS IN THE ISSUER’S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS


This Appendix sets forth information with respect to each purchase and sale of Common Stock that was effectuated by a Reporting Person during the past sixty days.  As of the date of this Schedule 13D, SPOT, CMAG, CREL, CASF, Mr. Arnold, Mr. Fensterstock, Mr. Grossman and Mr. Hughes are the only Reporting Persons that directly own Common Stock.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

SPOT

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
19-Mar-13
283,711
0.635
20-Mar-13
330,000
0.653
21-Mar-13
770,000
0.638
 
CMAG

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
12-Mar-13
4,000
0.597
12-Mar-13
(2,800)
0.555
 
CREL

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
05-Mar-13
10,000
0.556
07-Mar-13
75,000
0.536
11-Mar-13
200,000
0.561
12-Mar-13
905,786
0.578
13-Mar-13
206,072
0.618
14-Mar-13
338,332
0.659
15-Mar-13
112,860
0.687
18-Mar-13
270,006
0.671
19-Mar-13
(15,000)
0.614

CASF

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
07-Mar-13
25,000
0.548
11-Mar-13
100,000
0.561
12-Mar-13
100,000
0.578
13-Mar-13
24,934
0.617
14-Mar-13
37,660
0.659
15-Mar-13
12,540
0.687
18-Mar-13
34,635
0.671
 
 
 

 
 
CUSIP NO. 377341 10 2
13D  Page 22 of 22 Pages
 
Mr. Fensterstock

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
4-Mar-13
(5,000)
0.579
12-Mar-13
(5,000)
0.579
13-Mar-13
(5,000)
0.579
14-Mar-13
(5,000)
0.619
14-Mar-13
(5,000)
0.648
15-Mar-13
(5,000)
0.649
18-Mar-13
(5,000)
0.629
19-Mar-13
(5,000)
0.600
20-Mar-13
(5,000)
0.629
22-Mar-13
(5,000)
0.599
27-Mar-13
(5,000)
0.579
28-Mar-13
(5,000)
0.589
1-Apr-13
(5,000)
0.589
2-Apr-13
(5,000)
0.599
4-Apr-13
(5,000)
0.619
5-Apr-13
(5,000)
0.639

Mr. Grossman

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
4-Apr-13
20,000
0.640
5-Apr-13
20,000
0.665
 
EX-1 2 ex1to13d09291002_04172013.htm JOINT FILING AGREEMENT ex1to13d09291002_04172013.htm
Exhibit 1
 
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
Date:  April 18, 2013

CLINTON SPOTLIGHT MASTER FUND, L.P.
 
 
By: Clinton Group, Inc., its investment manager
 
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 


CLINTON MAGNOLIA MASTER FUND, LTD.
 
   
By: Clinton Group, Inc., its investment manager
 
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 


CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
 
By: Clinton Relational Opportunity, LLC, its investment manager
 
   
/s/ John Hall
 
Name:           John Hall
 
Title:           Authorized Signatory
 


CLINTON RELATIONAL OPPORTUNITY, LLC
 
   
   
/s/ John Hall
 
Name:           John Hall
 
Title:           Authorized Signatory
 
   
 
 
 

 
 
CLINTON GROUP, INC.
 
   
   
/s/ Francis Ruchalski
 
Name:           Francis Ruchalski
 
Title:           Chief Financial Officer
 

/s/ George E. Hall
 
George E. Hall
 
   
   
/s/ John Hall
 
John Hall, as attorney-in-fact for Scott Arnold, Lee Fensterstock and Kenneth Grossman
 
   
   
/s/ Thomas J. Hughes
 
Thomas J. Hughes
 
 
 
EX-2 3 ex2to13d09291002_04172013.htm FORM OF NOMINEE AGREEMENT ex2to13d09291002_04172013.htm
Exhibti 2
 
Form of Nominee Agreement


Clinton Group, Inc.
601 Lexington Avenue, 51st Floor
New York, New York 10022

____________, 2013


[Nominee Name]

Dear [Nominee Name]:
 
This will confirm our understanding as follows:
 
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of an affiliate of the undersigned (the “Nominating Party”), to stand for election as a director of Gleacher & Company, Inc., a Delaware corporation (“Gleacher”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted by the undersigned and certain other parties in respect of the 2013 annual meeting of stockholders of Gleacher expected to be held in June 2013 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means.  You further agree to serve as a director of Gleacher if so elected or appointed.  The undersigned agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation.
 
You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of Gleacher if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of Gleacher.  Accordingly, the undersigned is relying upon your agreement to serve on the Slate and, if elected, as a director of Gleacher.  In that regard, you are being supplied with a questionnaire (the “Questionnaire”) in which you will provide the undersigned with information necessary for the Nominating Party to make appropriate disclosure to Gleacher and to use in creating the proxy materials to be sent to stockholders of Gleacher and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation.
 
You agree that (i) you will promptly complete and sign the Questionnaire and return hardcopy versions of them to the person indicated in the Questionnaire, (ii) your responses in the Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information as may be requested by the undersigned.  In addition, you agree that, concurrently with your execution of this letter, you will execute and return to the person indicated in the Questionnaire the attached instrument confirming that you consent to being nominated for election as a director of Gleacher and, if elected, consent to serving as a director of Gleacher. Upon being notified that we have chosen you, we may forward your consent and your completed Questionnaire (or summary thereof) to Gleacher, and we may at any time, in our discretion, disclose such information, as well as the existence and contents of this letter.
 
The undersigned agrees on behalf of the Nominating Party that the undersigned will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Gleacher on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation.  Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof.  Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Gleacher, if you are elected.
 
 
 

 
 
Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire or otherwise in connection with the Proxy Solicitation.  You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims.  In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned.  The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent.  However, the undersigned may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) a release of you from any and all liability in respect of such claim.  If you are required to enforce the obligations of the undersigned in this letter in a court of competent jurisdiction, or to recover damages for breach of this letter, the undersigned will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.
 
Each of us recognizes that should you be elected to the Board of Directors of Gleacher all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Gleacher and to the stockholders of Gleacher and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a director of Gleacher.
 
This letter sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by the undersigned and you.  This letter shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.
 
Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.
 
 
Very truly yours,
 
   
CLINTON GROUP, INC.
 
   
   
By:
   
 
Name:
 
 
Title:
 




Agreed to and accepted as
of the date first written above:

___________________________
Name:   [Nominee]

EX-3 4 ex3to13d09291002_04172013.htm POWERS OF ATTORNEY ex3to13d09291002_04172013.htm
Exhibit 3
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints John Hall the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Gleacher & Company, Inc. (the “Company”) and (ii) any proxy solicitation of Clinton Group, Inc. or any of its affiliates (collectively, “Clinton”) to elect Clinton’s slate of director nominees to the board of directors of the Company at the 2013 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by Clinton that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of a group with Clinton with respect to the securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th  day of April 2013.
 
 
/s/ Scott Arnold  
SCOTT ARNOLD
 
 
 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints John Hall the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Gleacher & Company, Inc. (the “Company”) and (ii) any proxy solicitation of Clinton Group, Inc. or any of its affiliates (collectively, “Clinton”) to elect Clinton’s slate of director nominees to the board of directors of the Company at the 2013 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by Clinton that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of a group with Clinton with respect to the securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of April 2013.
 
 
/s/ Lee Fensterstock  
LEE FENSTERSTOCK
 

 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints John Hall the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Gleacher & Company, Inc. (the “Company”) and (ii) any proxy solicitation of Clinton Group, Inc. or any of its affiliates (collectively, “Clinton”) to elect Clinton’s slate of director nominees to the board of directors of the Company at the 2013 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by Clinton that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of a group with Clinton with respect to the securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of April 2013.
 
 
/s/ Kenneth Grossman  
KENNETH GROSSMAN