UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
One Madison Corporation
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001
(Title of Class of Securities)
G6772P100
(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 is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | 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 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. G6772P100 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
Omar Asali
| |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
| |||||
| 3 |
SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| |||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER
6,538,689 Shares(1)
| ||||
| 6 |
SHARED VOTING POWER
0
| |||||
| 7 |
SOLE DISPOSITIVE POWER
6,538,689 Shares(1)
| |||||
| 8 |
SHARED DISPOSITIVE POWER
0
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,538,689 Shares(1)
| |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%(1)(2)
| |||||
| 12 |
TYPE OF REPORTING PERSON
IN (Individual)
| |||||
| (1) | See Item 4. As of December 31, 2018, Omar Asali directly holds 266,689 Class B ordinary shares. Additionally, Mr. Asali is the sole managing member of One Madison Group, LLC. As of December 31, 2018, Mr Asali may be deemed to beneficially own the 6,272,000 of the Class B ordinary shares held by One Madison Group LLC, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Class B ordinary shares are automatically convertible into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment, as more fully described in the section entitled “Description of Securities” in the Issuer's Form S-1 as filed with the Securities and Exchange Commission on January 5, 2018. |
| (2) | Based on 30,000,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares") and 11,250,000 shares of its Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares") issued and outstanding as of November 7, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2018, filed with the Securities and Exchange Commission on November 7, 2018. |
| CUSIP No. G6772P100 | 13G | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
One Madison Group, LLC
| |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
| |||||
| 3 |
SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| |||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER
6,272,000 Shares(1)
| ||||
| 6 |
SHARED VOTING POWER
0
| |||||
| 7 |
SOLE DISPOSITIVE POWER
6,272,000 Shares(1)
| |||||
| 8 |
SHARED DISPOSITIVE POWER
0
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,272,000 Shares(1)
| |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2%(1)(2)
| |||||
| 12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
| |||||
| (3) | See Item 4. As of December 31, 2018, One Madison Group, LLC holds 6,272,000 Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment, as more fully described in the section entitled “Description of Securities” in the Issuer's Form S-1 as filed with the Securities and Exchange Commission on January 5, 2018. |
| (4) | Based on 30,000,000 shares of the Company’s Class A ordinary shares and 11,250,000 shares of its Class B ordinary shares issued and outstanding as of November 7, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018, filed with the Securities and Exchange Commission on November 7, 2018. |
| CUSIP No. G6772P100 | 13G | Page 4 of 6 Pages | ||
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is One Madison Corporation (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at 3 East 28th Street, 8th Floor, New York, New York 10016.
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being filed by Omar Asali, a United States citizen, and One Madison Group LLC, a Delaware limited liability company (together, the “Reporting Persons”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons is 3 East 28th Street, 8th Floor, New York, New York 10016.
| Item 2(c). | Citizenship |
Omar Asali is a citizen of the United States. One Madison Group, LLC is a limited liability company organized under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Company’s Class A Ordinary Shares is G6772P100.
| 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: Not applicable. |
| Item 4. | Ownership |
The responses to Items 5-11 of each of the cover pages of this Schedule 13G are incorporated herein by reference.
As of December 31, 2018, One Madison Group, LLC holds 6,272,000 Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment, as more fully described in the section entitled “Description of Securities” in the Issuer's Form S-1 as filed with the Securities and Exchange Commission on January 5, 2018.
As of December 31, 2018, Omar Asali directly holds 266,689 Class B ordinary shares. Additionally, Mr. Asali is the sole managing member of One Madison Group, LLC. As of December 31, 2018, Mr Asali may be deemed to beneficially own the 6,272,000 of the Class B ordinary shares held by One Madison Group LLC, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Altogether, as of December 31, 2018, Mr. Asali may be deemed to beneficially own 6,538,689 shares of the Issuer’s Class B ordinary shares, representing 15.9% of the total Class A and Class B ordinary shares issued and outstanding.
The percentages used in this Schedule 13G are based on 30,000,000 shares of the Company’s Class A ordinary shares and 11,250,000 shares of its Class B ordinary shares issued and outstanding as of November 7, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018, filed with the Securities and Exchange Commission on November 7, 2018.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| CUSIP No. G6772P100 | 13G | Page 5 of 6 Pages | ||
| 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 or Control Person: |
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 |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 14, 2019
| By: | /s/ Omar Asali | ||
| Name: | Omar Asali | ||
|
ONE MADISON GROUP, LLC
| |||
| By: | /s/ Omar Asali | ||
| Name: | Omar Asali | ||
| Title: | Managing Member | ||
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories of the Statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Dated: February 14, 2019.
[Signature Page to Follow]
| ONE MADISON GROUP, LLC | |
| By: | /s/ Omar Asali |
| Name: Omar Asali | |
| Title: Managing Member | |
| OMAR ASALI | |
| By: | /s/ Omar Asali |
| Name: Omar Asali | |