0000902664-18-001083.txt : 20180214 0000902664-18-001083.hdr.sgml : 20180214 20180214111509 ACCESSION NUMBER: 0000902664-18-001083 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gores Holdings II, Inc. CENTRAL INDEX KEY: 0001682745 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 813563824 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89760 FILM NUMBER: 18608966 BUSINESS ADDRESS: STREET 1: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 134131516 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G/A 1 p18-0448sc13ga.htm GORES HOLDINGS II, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Gores Holdings II, Inc.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

382867109

(CUSIP Number)
 

December 31, 2017

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 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 the disclosures 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 (however, see the Notes)

 

CUSIP No. 38286710913G/APage 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,550,200 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,550,200 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,550,200 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.88%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

CUSIP No. 38286710913G/APage 3 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

1992 MSF International Ltd. (formerly known as Highbridge International LLC)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,550,200 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,550,200 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,550,200 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.88%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

CUSIP No. 38286710913G/APage 4 of 6 Pages

 

This Amendment No. 1 (this "Amendment No. 1") amends the statement on Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on January 23, 2017 (the "Original Schedule 13G"), with respect to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Gores Holdings II, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Schedule 13G. This Amendment No. 1 amends and restates Items 2(a), 2(b), 2(c), 2(e) and 4 in their entirety as set forth below.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:
   
  This statement is filed by:
   
  (i) Highbridge Capital Management, LLC   
    40 West 57th Street, 32nd Floor
    New York, New York 10019
    Citizenship:  State of Delaware
     
  (ii) 1992 MSF International Ltd.
    c/o Highbridge Capital Management, LLC
    40 West 57th Street, 32nd Floor
    New York, New York 10019
    Citizenship: Cayman Islands

 

  On July 10, 2017, Highbridge International LLC changed its name to "1992 MSF International Ltd."  The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."  
   
Item 2(e). CUSIP NUMBER:
  382867109.
   
Item 4. OWNERSHIP.
   
    (a) Amount beneficially owned:

 

  As of December 31, 2017, Highbridge Capital Management, LLC, as the trading manager of 1992 MSF International Ltd., may be deemed to be the beneficial owner of 3,550,200 shares of Common Stock held by 1992 MSF International Ltd.  

 

    (b) Percent of class:

 

  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 40,000,000 shares of Common Stock issued and outstanding as of November 6, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 6, 2017.  Therefore, as of December 31, 2017, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 8.88% of the outstanding shares of Common Stock of the Company.  
   

 

CUSIP No. 38286710913G/APage 5 of 6 Pages

 

  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by 1992 MSF International Ltd.

 

    (c) Number of shares as to which such person has:

 

      (i) Sole power to vote or to direct the vote
         
        0
         
      (ii) Shared power to vote or to direct the vote
         
        See Item 4(a)
         
      (iii) Sole power to dispose or to direct the disposition of
         
        0
         
      (iv) Shared power to dispose or to direct
        the disposition of
         
        See Item 4(a)

 

 

 

CUSIP No. 38286710913G/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2018

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
     
     
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director  
     
1992 MSF INTERNATIONAL LTD.
     
     
By: Highbridge Capital  
  Management, LLC  
  its Trading Manager  
     
     
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director