SC TO-T/A

As filed with the Securities and Exchange Commission on October 12, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO

(Amendment No. 3)

(Rule 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

GLG PARTNERS, INC.

(Name of Subject Company (Issuer))

GLG PARTNERS, INC.

MAN GROUP PLC

(Name of Filing Person (Offeror))

Public Warrants to Purchase Common Stock, par value $0.0001

Founders Warrants to Purchase Common Stock, par value $0.0001

Sponsors Warrants to Purchase Common Stock, par value $0.0001

Co-Investment Warrants to Purchase Common Stock, par value $0.0001

(Title of Class of Securities)

Public Warrants — 37929X115

Founders Warrants — None

Sponsors Warrants — None

Co-Investment Warrants — None

(CUSIP Number of Class of Securities)

SCHEDULE 13E-3

(Amendment No. 3)

(Rule 13e-100)

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

GLG Partners, Inc.

Man Group plc

Man Principal Strategies Holdings LLC

Escalator Sub 1 Inc.

Noam Gottesman

Emmanuel Roman

Pierre Lagrange

Gottesman GLG Trust

TOMS International Ltd.

Roman GLG Trust

Jackson Holding Services Inc.

Lagrange GLG Trust

Point Pleasant Ventures Ltd.

(Name of Person(s) Filing Statement)

Alejandro San Miguel
General Counsel and Corporate Secretary
GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, New York 10022
(212) 224-7200 Stephen Ross
Jasveer Singh
Man Group plc
Sugar Quay
Lower Thames Street
London
EC3R 6DU
Tel: +44 20 7144 1000
Fax: +44 20 7144 2001

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Allen Miller
Marc Alpert
Sey-Hyo Lee
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Tel: 212.408.5100
Fax: 212.541.5369
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: 212.610.6300
Fax: 212.610.6399 Jane McDonald
Danielle D. Do
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: 212.310.8000
Fax: 212.310.8007

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$7,028,523.33	$501.13

*	Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-1l(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the purchase of 32,984,674 Public Warrants, 12,000,003 Founders Warrants, 4,500,000 Sponsors Warrants and 5,000,000 Co-Investment Warrants at the purchase price of $0.129 per warrant.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, equals $71.30 per $1,000,000 of the value of the transaction.

þ  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $501.13	Filing Party: GLG Partners, Inc. and Man Group plc
Form or Registration No.: Schedule TO	Date Filed: September 13, 2010

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-l.

þ  issuer tender offer subject to Rule 13e-4.

þ  going-private transaction subject to Rule 13e-3. (Applicable to Public Warrants)

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

This Amendment No. 3 (“Amendment No. 3”) to the combined Tender Offer Statement and Schedule 13E-3 Transaction Statement with respect to the Public Warrants filed on September 13, 2010 (the “Original Schedule TO”) is filed herewith under cover of Schedule TO by GLG Partners, Inc., a Delaware corporation (“GLG” or the “Company”), pursuant to Rule 13e-4 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by Man Group plc, a public limited company existing under the laws of England and Wales (“Man”), pursuant to Rule 14d-1 and Rule 13e-3 under the Exchange Act, in connection with the offer by GLG and Man Group plc to purchase for cash all of the outstanding public warrants (the “Public Warrants”), all of the outstanding founders warrants (the “Founders Warrants”), all of the outstanding sponsors warrants (the “Sponsors Warrants”) and all of the outstanding co-investment warrants (the “Co-Investment Warrants”, and collectively with the Public Warrants, Founders Warrants and the Sponsors Warrants, the “Warrants”) of GLG at a purchase price of $0.129 per Warrant, in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 13, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”). In addition, Man Principal Strategies Holdings LLC, Escalator Sub 1 Inc., Noam Gottesman, Emmanuel Roman, Pierre Lagrange, Gottesman GLG Trust, TOMS International Ltd., Roman GLG Trust, Jackson Holding Services Inc., Lagrange GLG Trust and Point Pleasant Ventures Ltd. (collectively with GLG and Man, the “Filing Persons”) are filing this Amendment No. 3 solely for the purpose of complying with Rule 13e-3 and related rules under the Exchange Act. All information contained in this Amendment No. 3 and the Original Schedule TO concerning any of the Filing Persons has been provided by such Filing Person and no Filing Person has produced any disclosure with respect to any other Filing Person. This Amendment No. 3 and the Original Schedule TO are intended to satisfy the reporting requirements of Rule 13e-4, Rule 14d-1 and Rule 13e-3 of the Exchange Act.

(1) Items 1 through 9, 11 and 13 of the Schedule TO are amended as follows:

In accordance with the terms of the Offer, on October 12, 2010, GLG extended the Offer until 3:45 a.m. New York City time, on October 14, 2010, unless further extended, to ensure that the Expiration Date coincides with the completion of the Merger.

Accordingly, all references to the Expiration Date in the Offer to Purchase are hereby amended to be references to 3:45 a.m. New York City time, on October 14, 2010, unless further extended.

On October 12, 2010, GLG issued a press release announcing the extension of the Offer. A copy of the press release is attached as Exhibit 99(a)(1)(F) to this Schedule TO and is incorporated herein by reference.

(2) Item 12 of the Schedule TO is amended as follows:

The following is added as a new exhibit:

Exhibit No.		Description
	99(a)(1)(F)	Press release of GLG Partners, Inc., dated October 12, 2010.

Except for the amendments described herein, no other information in the Original Schedule TO is amended hereby.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 12, 2010

GLG PARTNERS, INC.

By:  /s/  Alejandro San Miguel

Name:     Alejandro San Miguel

Title:  General Counsel and Corporate Secretary

Dated: October 12, 2010

MAN GROUP PLC

By:  /s/  Kevin Hayes

Name:     Kevin Hayes

Title:  Finance Director

Dated: October 12, 2010

MAN PRINCIPAL STRATEGIES HOLDINGS LLC

By:  /s/  John B. Rowsell

Name:     John Rowsell

Title:  President

Dated: October 12, 2010

ESCALATOR SUB 1 INC.

By:  /s/  John B. Rowsell

Name:     John Rowsell

Title:  President

Dated: October 12, 2010

NOAM GOTTESMAN

/s/  Noam Gottesman

Dated: October 12, 2010

EMMANUEL ROMAN

/s/  Emmanuel Roman

Dated: October 12, 2010

PIERRE LAGRANGE

/s/  Pierre Lagrange

Dated: October 12, 2010

/s/  Leslie J. Schreyer

Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust

Dated: October 12, 2010

TOMS INTERNATIONAL LTD.

By:  /s/  Jeffrey A. Robins

Name     Jeffrey A. Robins

Title:  Vice President and Assistant Secretary

Dated: October 12, 2010

/s/  Jeffrey A. Robins

Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust

Dated: October 12, 2010

JACKSON HOLDING SERVICES INC.

By:  /s/  Jeffrey A. Robins

Name:     Jeffrey A. Robins

Title:  Director

Dated: October 12, 2010

G&S TRUSTEES LIMITED, in its capacity as trustee of the LAGRANGE GLG TRUST

By:  /s/  Nigel Bentley

Name:     Nigel Bentley

Title:  Director

Dated: October 12, 2010

POINT PLEASANT VENTURES LTD.

By:  /s/  Nigel Bentley

Name:     Nigel Bentley

Title:  Director

INDEX TO EXHIBITS

Exhibit
Number		Description
	99(a)(1)(A)	Offer to Purchase dated September 13, 2010.*
	99(a)(1)(B)	Letter of Transmittal (including Substitute Form W-9).*
	99(a)(1)(C)	Notice of Guaranteed Delivery.*
	99(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99(a)(1)(F)	Press release of GLG Partners, Inc., dated October 12, 2010.
	99(d)(1)	Agreement and Plan of Merger dated as of May 17, 2010 among GLG Partners, Inc., Man Group plc and Escalator Sub 1 Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(2)	Amendment No. 1 dated as of August 19, 2010 to the Agreement and Plan of Merger dated as of May 17, 2010 among the Company, Man Group plc and Escalator Sub 1 Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 20, 2010, is incorporated herein by reference.
	99(d)(3)	Share Exchange Agreement dated May 17, 2010 by and among Man Group plc and the stockholders of the Company party thereto, filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(4)	Voting and Support Agreement dated May 17, 2010 by and among Man Group plc, Escalator Sub 1 Inc. and the stockholders of the Company party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(5)	Second Amended and Restated Employment Agreement between the Company and Jeffrey M. Rojek, dated May 16, 2010, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(6)	Second Amended and Restated Employment Agreement between the Company and Alejandro San Miguel, dated May 16, 2010, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(7)	Amendment to Amended and Restated Employment Agreement between the Company and Simon White, dated May 16, 2010, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
	99(d)(8)	Joinder Agreement dated as of June 21, 2010 by and among Man Group plc, Escalator Sub 1 Inc., the Company, Sage Summit LP, Lavender Heights Capital LP and Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of Blue Hill Trust and Green Hill Trust, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2010, is incorporated herein by reference.
	99(d)(9)	Purchase Agreement dated as of June 21, 2010 between Sage Summit LP and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Blue Hill Trust, filed as Exhibit 4 to the Statement of Beneficial Ownership on Schedule 13D of Blue Hill Trust and Green Hill Trust on June 28, 2010, is incorporated herein by reference.
	99(d)(10)	Purchase Agreement dated as of June 21, 2010 between Lavender Heights Capital LP and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Green Hill Trust, filed as Exhibit 5 to the Statement of Beneficial Ownership on Schedule 13D of Blue Hill Trust and Green Hill Trust on June 28, 2010, is incorporated herein by reference.
	99(d)(11)	Amended and Restated Warrant Agreement dated as of December 21, 2006 between Continental Stock Transfer & Trust Company and the Company, filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by reference.
	99(d)(12)	Amendment No. 1 to Amended and Restated Warrant Agreement, dated as of December 19, 2007, between Continental Stock Transfer & Trust Company and the Company, filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-1 (Registration No. 333-147865), is incorporated herein by reference.

Exhibit
Number		Description
	99(d)(13)	Founders’ Agreement dated June 22, 2007 among Noam Gottesman, as Sellers’s Representative, the Principals, the Trustees, Berggruen Freedom Holdings Ltd. and Marlin Equities II, LLC, filed as Annex E to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
	99(d)(14)	GLG Shareholders Agreement dated as of June 22, 2007 among the Company and the Persons set forth on the signature pages thereto, filed as Annex D to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
	99(d)(15)	Voting Agreement dated as of June 22, 2007 among the Principals, the Trustees, Lavender Heights Capital LP, Sage Summit LP and the Company, filed as Annex F to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
	99(d)(16)	Agreement Among Principals and Trustees dated as of June 22, 2007 among the Principals and the Trustees filed as Annex G to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
	99(d)(17)	Indenture, dated as of May 15, 2009, between the Company and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33217), is incorporated herein by reference.
	99(e)(18)	Support Agreement dated as of November 2, 2007 between the Company and FA Sub 2 Limited, filed as Annex B to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.

*   Previously filed on September 13, 2010.

EX-99.A.1.F

GLG ANNOUNCES EXTENSION OF TENDER OFFER FOR OUTSTANDING WARRANTS

New York, October 12, 2010 — GLG Partners, Inc. (“GLG”) (NYSE: GLG) today announced that it is extending its previously announced tender offer for any or all of its 54,484,677 outstanding warrants, including public warrants (NYSE: GLGWS), for a purchase price of $0.129 per warrant, in cash, without interest, until 3:45 a.m. E.D.T. on October 14, 2010 (the “Expiration Date”), unless further extended. GLG extended the offer to ensure that the Expiration Date of the offer coincides with the completion of the previously announced merger with a wholly owned subsidiary of Man Group plc (“Man”). The offer previously was expected to expire at 12:00 midnight E.D.T. on October 12, 2010. The depository for the offer, BNY Mellon Shareowner Services, has advised GLG that 23,936,306 warrants had been tendered and not withdrawn as of the close on Monday, October 11, 2010. The tender offer is not conditioned on any minimum number of warrants being tendered.

GLG is making the offer to purchase the warrants in connection with its agreement to be acquired by Man pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended (the “Merger Agreement”), among Man, Man’s wholly owned subsidiary Escalator Sub 1 Inc. and GLG. The offer is conditioned upon completion of the merger. Completion of the merger is subject to the approval of GLG stockholders at a stockholders’ meeting, which is to be held at 10:00 a.m. today, and other closing conditions. GLG intends to delist and deregister the public warrants following expiration of the tender offer.

Warrant holders who choose not to tender in the offer will not receive cash for their warrants. Pursuant to the terms of the warrants, following completion of the merger, holders of warrants, if any, that remain outstanding will be entitled, subject to the other terms and conditions thereof, to exercise their warrants at an exercise price of $7.50 per warrant, but will only have the right to receive upon such exercise an amount equal to the cash merger consideration of $4.50 per warrant, thereby incurring a loss of $3.00 per warrant. Accordingly, the warrants will be permanently out-of-the-money and will have no economic value following the merger.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made solely through the Offer to Purchase and related Letter of Transmittal, which have been sent to holders of GLG warrants. Holders of warrants should read the Offer to Purchase, the related Letter of Transmittal and other related materials and any amendments to such documents, because they contain important information. GLG has filed a Tender Offer Statement on Schedule TO with the SEC. Copies of the Offer to Purchase and related Letter of Transmittal, and all other tender offer documents filed with the SEC, including the Schedule TO, are

available at no charge on the SEC’s website at www.sec.gov. Copies of such documents may also be obtained free of charge by contacting Morrow & Co., LLC, Stamford, Connecticut at 1-800-969-2372.

About GLG

GLG Partners, Inc. is a global asset management company offering its clients a wide range of performance-oriented investment products and managed account services. Founded in 1995 and listed on the New York Stock Exchange in 2007 under the ticker symbol “GLG”, GLG is dedicated to achieving consistent, superior investment returns through traditional, alternative and hybrid investment strategies. The performance GLG generates for its clients is driven by the proven expertise of its team of investment professionals underpinned by a rigorous approach to investment analysis and a strong focus on risk management. GLG managed estimated net assets under management of approximately $23.0 billion as of June 30, 2010. GLG maintains an Investor Relations website at www.glgpartners.com and routinely posts important information on its website for investors. Additionally, GLG uses the website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD promulgated by the SEC. These disclosures are included on GLG’s website under the section “Investor Relations — Overview”. Accordingly, investors should monitor this portion of GLG’s website, in addition to following its press releases, SEC filings and public conference calls and webcasts.

Forward-looking Statements

This press release contains statements relating to future results that are “forward-looking statements”. Words such as “will” and other statements that are not statements of historical fact are intended to identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: failure to satisfy the conditions of the proposed merger, including failure to obtain the required approvals of GLG’s stockholders by the requisite votes; the costs and expenses associated with the proposed merger; contractual restrictions on the conduct of GLG’s business included in the Merger Agreement; the potential loss of key personnel, disruption of GLG’s business or any impact on GLG’s relationships with third parties as a result of the proposed merger; any delay in consummating the proposed merger or the failure to consummate the transaction; the outcome of, or expenses associated with, any litigation which may arise in connection with the proposed merger, including the purported class action suits filed to date; the volatility in the financial markets; GLG’s financial performance; market conditions for the investment funds and managed accounts GLG manages; performance of the investment funds and managed accounts GLG manages, the related performance fees and the associated impacts on revenues, net income, cash flows and fund inflows/outflows; the impact of net inflows on GLG’s mix of assets under management and the associated impacts on revenues; the cost of retaining GLG’s key investment and other personnel or the loss of such key personnel; risks associated with the expansion of GLG’s business in size and geographically; operational risk, including counterparty risk; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on GLG’s resources; and risks associated with the use of leverage, investment in derivatives, availability of credit, interest rates and currency fluctuations, as well as other risks and uncertainties, including those set forth in GLG’s filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and GLG undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Nothing in this press release should be construed as or is intended to be a solicitation for or an offer to provide investment advisory services.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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Additional Information

GLG has filed with the SEC and has mailed to GLG stockholders a definitive proxy statement and other relevant documents in connection with the proposed acquisition of GLG by Man through two concurrent transactions: the merger of a wholly owned subsidiary of Man with and into GLG and a share exchange transaction in which certain GLG stockholders will exchange their GLG shares for Man ordinary shares. GLG stockholders and other interested persons are advised to read GLG’s definitive proxy statement and amendments thereto in connection with GLG’s solicitation of proxies for the special meeting to be held on October 12, 2010 to approve the proposed merger because the definitive proxy statement contains important information about GLG and the proposed transaction. The definitive proxy statement was mailed to stockholders of record as of August 30, 2010, the record date established for voting on the proposed merger. Stockholders may obtain a free copy of these materials and other documents filed with the SEC from the SEC’s website at www.sec.gov. A free copy of the definitive proxy statement also may be obtained by contacting Investor Relations, GLG Partners, Inc., 399 Park Avenue, 38th floor, New York, New York 10022, telephone (212) 224-7200 and through GLG’s website at www.glgpartners.com. GLG and its directors and executive officers may be deemed participants in the solicitation of proxies from GLG’s stockholders. GLG’s stockholders may obtain information about GLG’s directors and executive officers, their ownership of GLG shares and their interests in the proposed transaction by reading GLG’s definitive proxy statement for the special meeting. A free copy of this document may be obtained from the SEC website or by contacting GLG as indicated above.

Contacts

Investors / Analysts:
	Jeffrey Rojek
	Chief Financial Officer
	+1 212 224 7245
	jeffrey.rojek@glgpartners.com
	Michael Hodes
	Director of Public Markets
	+1 212 224 7223
	michael.hodes@glgpartners.com
	Shirley Chan
	Associate of Public Markets
	+1 212 224 7257
	shirley.chan@glgpartners.com
Media:
	David Waller
	Director of Communications
	+44 207 016 7015
	david.waller@glgpartners.com
	Matthew Newton / Talia Druker
	Finsbury
	+44 207 251 3801
	glg@finsbury.com
	Andy Merrill / Astrid Josephson
	Finsbury
	+1 212 303 7600
	glg@finsbury.com

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