0000902664-19-001078.txt : 20190214 0000902664-19-001078.hdr.sgml : 20190214 20190214120032 ACCESSION NUMBER: 0000902664-19-001078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mosaic Acquisition Corp. CENTRAL INDEX KEY: 0001713952 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981380306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90150 FILM NUMBER: 19603220 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, SUITE 2607 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: (212) 763-0153 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, SUITE 2607 CITY: NEW YORK STATE: NY ZIP: 10152 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 p19-0338sc13ga.htm MOSAIC ACQUISITION CORP.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Mosaic Acquisition Corp.

(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

61946M100

(CUSIP Number)
 

December 31, 2018

(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 7 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. 61946M10013G/APage 2 of 7 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

 

2,849,700 Class A Ordinary Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

 

2,849,700 Class A Ordinary Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,849,700 Class A Ordinary Shares

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.26%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

CUSIP No. 61946M10013G/APage 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

1992 MSF International Ltd.

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

 

2,849,700 Class A Ordinary Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

 

2,849,700 Class A Ordinary Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,849,700 Class A Ordinary Shares

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.26%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 61946M10013G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Mosaic Acquisition Corp. (the "Company").
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 375 Park Avenue, New York, New York 10152.
   
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

   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares").
   
Item 2(e). CUSIP NUMBER:
   
  61946M100
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

CUSIP No. 61946M10013G/APage 5 of 7 Pages

 

  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ 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,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A 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.
   
 

(a)       Amount beneficially owned:

As of December 31, 2018, (i) 1992 MSF International Ltd. may be deemed to beneficially own 2,849,700 Class A Ordinary Shares and (ii) Highbridge Capital Management, LLC, as the trading manager of 1992 MSF International Ltd., may be deemed to be the beneficial owner of 2,849,700 Class A Ordinary Shares 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 the 34,500,000 Class A Ordinary Shares reported to be outstanding as of November 26, 2018, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2018. Therefore, as of December 31, 2018 based on the outstanding Class A Ordinary Shares, (i) 1992 MSF International Ltd. may be deemed to beneficially own approximately 8.26% of the outstanding Class A Ordinary Shares and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 8.26% of the outstanding Class A Ordinary Shares.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Class A Ordinary Shares 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

 

CUSIP No. 61946M10013G/APage 6 of 7 Pages

 

 

(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)

 

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.
   
  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 Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above 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. 61946M10013G/APage 7 of 7 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, 2019

 

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