8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 2, 2017
____________________

GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 ___________________

Delaware	001-14310	41-1838504
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128

(Address of principal executive offices, including zip code)

(651) 704-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information regarding the Services Agreement (as defined below) contained in Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer and Entry into Services Agreement

The Board of Directors (the “Board”) of GlassBridge Enterprises, Inc. (the “Company,” “we” or “us”) appointed Daniel A. Strauss to serve as the Chief Operating Officer of the Company, effective March 2, 2017.

Mr. Strauss, age 32, has been a Portfolio Manager at Clinton Group, Inc. (“Clinton”) since 2010 and will continue in such role following his appointment. Mr. Strauss has over ten years of experience in corporate finance as a portfolio manager and investment analyst in private and public equity through which he has developed a deep understanding of corporate finance and strategic planning activities. At Clinton, Mr. Strauss is responsible for evaluating and executing private equity transactions across a range of industries. Post-investment, Mr. Strauss is responsible for the ongoing management and oversight of Clinton’s portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co. as a member of the firm’s private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, where he focused on mergers and acquisitions from 2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from August 2011 until December 2015 and Community Financial Shares, Inc. (OTC: CFIS) from December 2012 until its sale to Wintrust Financial Corporation in July 2015.

Mr. Strauss will serve as our Chief Operating Officer pursuant to the terms of a Services Agreement we entered into with Clinton on March 2, 2017 (the “Services Agreement”). Clinton is an investment adviser registered with the U.S. Securities and Exchange Commission (the “Commission”) and a stockholder of the Company. The Services Agreement provides that Clinton will make available one of its employees to serve as Chief Operating Officer of the Company, and any subsidiary of the Company we may designate from time to time, as well as provide to GlassBridge Asset Management, LLC (“GBAM”), our investment adviser subsidiary, certain services related to the transaction described in the Press Release (as defined below). Pursuant to the terms of the Services Agreement, we may request that Clinton designate a mutually agreeable replacement employee to serve as Chief Operating Officer or terminate Clinton’s provision of an employee to us for such role. Under the Services Agreement, we have agreed to pay Clinton $125,000 for an initial term concluding on May 31, 2017, which term will automatically renew unless terminated for successive three-month terms at a rate of $125,000 per renewal term. If the Services Agreement is terminated prior to the conclusion of a term, we will be reimbursed for the portion of the prepaid fee attributable to the unused portion of such term. Clinton will continue to pay Mr. Strauss’s compensation and benefits and we have agreed to pay or reimburse Mr. Strauss for his reasonable expenses. Pursuant to the terms of the Services Agreement, we have also agreed to indemnify Mr. Strauss, Clinton, any substitute Chief Operating Officer and certain of their affiliates for certain losses.

There are no family relationships between Mr. Strauss and any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. Except for the Services Agreement, there are no (i) arrangements or understandings between Mr. Strauss and any other person pursuant to which Mr. Strauss was appointed as Chief Operating Officer or (ii) transactions requiring disclosure under Item 404(a) of Regulation S-K in which Mr. Strauss has an interest.

The foregoing description of the Services Agreement is a summary of the material terms thereof and does not purport to be complete and is qualified in its entirety by reference to the Services Agreement, a copy of which will be filed with our Form 10-Q for the quarter ended March 31, 2017.

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Item 7.01 Regulation FD Disclosure.

On March 6, 2017, a press release was issued announcing GBAM’s collaboration in, and provision of institutional and operational support to, Arrive, a start-up platform established by Roc Nation (the “Press Release”). We have furnished herewith as Exhibit 99.1 a copy of the Press Release.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

The Press Release may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including, but not limited to, statements with respect to the future activities or success of Arrive. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Such forward-looking statements are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, but are not limited to, the ability of Arrive to succeed in the proposed activities described in the Press Release and such other risks and uncertainties indicated from time to time in filings with the Commission by the Company. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLASSBRIDGE ENTERPRISES, INC.
Dated: March 6, 2017	By:	/s/ Danny Zheng
	Name:	Danny Zheng
	Title:	Interim Chief Executive Officer and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated March 6, 2017.

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EX-99.1

Exhibit 99.1

Roc Nation Announces New Start Up Platform, ARRIVE

New York, March 6, 2017 – Roc Nation, a full-service entertainment company founded by Shawn "JAY Z" Carter, announced an innovative new platform, ARRIVE, that will partner with a select group of early stage start-ups by providing them with brand services, business development, advisory and capital to drive growth in their organizations.

“ARRIVE was created to leverage our experience and resources in building brands, developing consumer facing businesses, managing artists and representing athletes. We’ve opened that diversified, global range of expertise to a new vertical: entrepreneurs and their early stage businesses” said Neil Sirni, Head of New Ventures at Roc Nation. ARRIVE also anticipates the launch of a traditional venture fund in order to, among other activities, support existing portfolio companies through their subsequent growth stages.

ARRIVE was formed through a collaboration with Primary Venture Partners (“Primary”) and GlassBridge Asset Management (“GlassBridge”). Primary will serve as a venture advisor and GlassBridge, a subsidiary of GlassBridge Enterprises Corp. (NYSE: GLA), will provide institutional and operational support.

Primary Venture Partners co-founder and General Partner, Ben Sun, said, “What Roc Nation has built so far is a true testament to their vision, capabilities and willingness to dig in and take their companies to the next level. We are thrilled to partner with the amazing team at ARRIVE and to leverage these unique resources to build the next generation of powerful brands." 

In addition to ARRIVE, Roc Nation intends to formalize its focus on social impact investing later in 2017. Separately, Roc Nation and its principals continue to strengthen various partnerships to expand its presence in the high growth, early stage community.

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About Roc Nation

Since its founding in 2008, Roc Nation has grown into the world's preeminent entertainment company.  We work in every aspect of modern entertainment—with recording artists and producers, songwriters and athletes. Our client list includes some of the world's most recognizable names: from Rihanna, Shakira, J. Cole, and Big Sean to Yoenis Cespedes, Kevin Durant, Dez Bryant, and Robinson Cano. We are a full service organization, supporting our diverse roster of talent via artist management, music publishing, touring, production, strategic brand development and beyond. We've forged strong partnerships with the world's leading experts in management, technology, fashion, and philanthropy, and are redefining the business of entertainment.

About Primary Venture Partners

Primary Venture Partners is a seed-stage, New York based venture firm focused on transformative startups. Managed by co-founders and General Partners Ben Sun and Brad Svrluga, Primary serves as the first call for its portfolio companies, dedicating significant resources to best position its companies for the journey from Seed to Series A and beyond. From the Primary Expert Network, a network of over 200 seasoned technology operators and functional experts, to a Talent Program headed by NYC Tech recruiting veterans, Primary helps its founders solve their biggest tactical problems and build world-class teams from the ground up. To date, the Primary team’s successes include seed investments in Jet.com, Ticketfly, TxVia and Coupang in addition to promising startups in the portfolio including Slice, Maple, Ollie, Latch and Healthify - among others. To learn more, go to www.primary.vc.

About GlassBridge Asset Management

GlassBridge Enterprises, Inc. (NYSE: GLA) (formerly known as Imation Corp.) is a holding company. The Company actively explores a diverse range of new, strategic asset management business opportunities for its portfolio. The Company’s wholly-owned subsidiary, GlassBridge Asset Management, LLC, is an investment advisor focused on technology-driven and quantitative strategies. The Company’s partially-owned subsidiary, Nexsan Corporation, is a global enterprise data storage business.  For more information, please visit the Company’s website at www.glassbridge.com.

Media Contacts

For Roc Nation:

Jana Fleishman

Janaf@rocnation.com

For Primary:

Naomi Newman

(646) 374-1792

For GlassBridge:

Nathaniel Garnick/Amanda Klein

Gasthalter & Co.

(212) 257-4170