0001104659-18-055626.txt : 20180906 0001104659-18-055626.hdr.sgml : 20180906 20180906172613 ACCESSION NUMBER: 0001104659-18-055626 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180906 FILED AS OF DATE: 20180906 DATE AS OF CHANGE: 20180906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Alec E CENTRAL INDEX KEY: 0001322454 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38643 FILM NUMBER: 181058349 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEG Holdings, LLC CENTRAL INDEX KEY: 0001694360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38643 FILM NUMBER: 181058350 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-1000 MAIL ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Sponsor III LLC CENTRAL INDEX KEY: 0001720903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38643 FILM NUMBER: 181058351 BUSINESS ADDRESS: STREET 1: C/O THE GORES GROUP STREET 2: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP STREET 2: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gores Holdings III, Inc. CENTRAL INDEX KEY: 0001720821 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 823173473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE GORES GROUP STREET 2: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP STREET 2: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90210 3 1 a3.xml 3 X0206 3 2018-09-06 0 0001720821 Gores Holdings III, Inc. GRSH 0001720903 Gores Sponsor III LLC C/O GORES HOLDINGS III, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001694360 AEG Holdings, LLC C/O GORES HOLDINGS III, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001322454 Gores Alec E C/O GORES HOLDINGS III, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 Class F Common Stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 10706250 D Gores Sponsor III LLC ("Sponsor") directly owns 10,706,250 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer, including 1,406,250 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with Sponsor and AEG, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. See Exhibit 24.1 - Power of Attorney, incorporated herein by reference. Exhibit 99.1 Joint Filer Information, incorporated herein by reference. /s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor III LLC 2018-09-06 /s/ Andrew McBride, Attorney-in Fact for AEG Holdings, LLC 2018-09-06 /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 2018-09-06 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Mark Stone and Andrew McBride of Gores Holdings III, Inc. (the “Company”) or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.                                      prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

2.                                      execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

3.                                      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.                                      take any other action of any type whatsoever in connection with the foregoing which, 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 each 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 substitute or 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of September, 2018.

 

 

GORES SPONSOR III LLC

 

 

 

/s/ Alec Gores

 

Name: Alec Gores

 

Title: President

 

 

 

 

 

AEG HOLDINGS, LLC

 

 

 

/s/ Alec Gores

 

Name: Alec Gores

 

Title: President

 

 

 

 

 

ALEC GORES

 

 

 

/s/ Alec Gores

 

Name: Alec Gores

 

 

 

 

 

MARK STONE

 

 

 

/s/ Mark Stone

 

Name: Mark Stone

 

 

 

 

 

ANDREW MCBRIDE

 

 

 

/s/ Andrew McBride

 

Name: Andrew McBride

 

 

 

 

 

RANDALL BORT

 

 

 

/s/ Randall Bort

 

Name: Randall Bort

 

 

 

 

 

WILLIAM PATTON

 

 

 

/s/ William Patton

 

Name: William Patton

 

 

 

 

 

JEFFREY REA

 

 

 

/s/ Jeffrey Rea

 

Name: Jeffrey Rea

 

[Signature Page to Power of Attorney (Section 16)]

 

 EX-99.1 3 ex-99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer:

 

AEG Holdings, LLC

 

 

 

Address of Joint Filer:

 

c/o Gores Holdings III, Inc.

 

 

9800 Wilshire Blvd.

 

 

Beverly Hills, CA 90212

 

 

 

Relationship of Joint Filer to Issuer:

 

10% Owner; Director

 

 

 

Issuer Name and Ticker or Trading Symbol:

 

Gores Holdings III, Inc. [GRSH]

 

 

 

Date of Event Requiring Statement:

 

 

(Month/Day/Year):

 

09/06/2018

 

 

 

Designated Filer:

 

Gores Sponsor III LLC

 

 

 

Name of Joint Filer:

 

Alec Gores

 

 

 

Address of Joint Filer:

 

c/o Gores Holdings III, Inc.

 

 

9800 Wilshire Blvd.

 

 

Beverly Hills, CA 90212

 

 

 

Relationship of Joint Filer to Issuer:

 

10% Owner; Director

 

 

 

Issuer Name and Ticker or Trading Symbol:

 

Gores Holdings III, Inc. [GRSH]

 

 

 

Date of Event Requiring Statement:

 

 

(Month/Day/Year):

 

09/06/2018

 

 

 

Designated Filer:

 

Gores Sponsor III LLC