0000902664-18-001099.txt : 20180214 0000902664-18-001099.hdr.sgml : 20180214 20180214114016 ACCESSION NUMBER: 0000902664-18-001099 CONFORMED SUBMISSION TYPE: SC 13G 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-89760 FILM NUMBER: 18609287 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: ARROWGRASS CAPITAL PARTNERS (US) LP CENTRAL INDEX KEY: 0001454288 IRS NUMBER: 134365038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 44 203 100 1000 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 p18-0472sc13g.htm GORES HOLDINGS II, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. __)
 

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:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

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 (the "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. 38286710913GPage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Arrowgrass Capital Partners (US) LP

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

- 0 -

6

SHARED VOTING POWER

3,000,000 shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,000,000 shares of Class A Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000 shares of Class A 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)

7.5%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

CUSIP No. 38286710913GPage 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Arrowgrass Capital Services (US) Inc.

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

- 0 -

6

SHARED VOTING POWER

3,000,000 shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,000,000 shares of Class A Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000 shares of Class A 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)

7.5%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 38286710913GPage 4 of 8 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Gores Holdings II, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 9800 Wilshire Blvd., Beverly Hills, California 90212.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i) Arrowgrass Capital Partners (US) LP ("ACP"), a Delaware limited partnership, which serves as the investment manager to certain funds and/or accounts (the "Arrowgrass Funds"), with respect to the shares of Class A Common Stock (as defined below) directly held by the Arrowgrass Funds; and
   
  (ii) Arrowgrass Capital Services (US) Inc. ("ACS"), a Delaware corporation, which serves as the general partner of ACP, with respect to the shares of Class A Common Stock directly held by the Arrowgrass Funds.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.

 

Item 2(c). CITIZENSHIP:

 

  ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  382867109.

 

 

CUSIP No. 38286710913GPage 5 of 8 Pages

 

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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _____________________________________

   

 

Item 4. OWNERSHIP.
   
   

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

The percentages used herein are calculated based upon 40,000,000 shares of Class A Common Stock outstanding, which reflects the number of shares 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.

     

 

 

 

CUSIP No. 38286710913GPage 6 of 8 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 

As of December 31, 2017, Arrowgrass Master Fund, Ltd., had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Class A Common Stock.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  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.
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 38286710913GPage 7 of 8 Pages

 

SIGNATURES

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

DATED: February 14, 2018

 

  ARROWGRASS CAPITAL PARTNERS (US) LP
 

By: Arrowgrass Capital Services (US) Inc.,

Its General Partner

   
  /s/ Michael Edwards                                
  Name: Michael Edwards
  Title: Director
   
   
  ARROWGRASS CAPITAL SERVICES (US) INC.
   
  /s/ Michael Edwards                                
  Name: Michael Edwards
  Title: Director
   

 

 

 

CUSIP No. 38286710913GPage 8 of 8 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

DATED: February 14, 2018

 

 

  ARROWGRASS CAPITAL PARTNERS (US) LP
 

By: Arrowgrass Capital Services (US) Inc.,

Its General Partner

   
 

/s/ Michael Edwards                                  

  Name: Michael Edwards
  Title: Director
   
   
  ARROWGRASS CAPITAL SERVICES (US) INC.
   
  /s/ Michael Edwards                                  
  Name: Michael Edwards
  Title: Director