0001104659-20-102617.txt : 20200904 0001104659-20-102617.hdr.sgml : 20200904 20200904160416 ACCESSION NUMBER: 0001104659-20-102617 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200828 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38521 FILM NUMBER: 201161933 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127153880 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 FORMER NAME: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Daniel S CENTRAL INDEX KEY: 0001300345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38521 FILM NUMBER: 201161934 MAIL ADDRESS: STREET 1: THIRD POINT LLC STREET 2: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Far Point LLC CENTRAL INDEX KEY: 0001739799 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38521 FILM NUMBER: 201161935 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127153880 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: FPAC Sponsor LLC DATE OF NAME CHANGE: 20180507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cloudbreak Aggregator LP CENTRAL INDEX KEY: 0001743247 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38521 FILM NUMBER: 201161936 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127153880 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Far Point Acquisition Corp CENTRAL INDEX KEY: 0001735858 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 715-3880 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 tm2030273-1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-08-28 1 0001735858 Far Point Acquisition Corp FPAC 0001040273 Third Point LLC 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001300345 Loeb Daniel S 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001739799 Far Point LLC 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001743247 Cloudbreak Aggregator LP 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 Class A Common Stock 2020-08-28 4 P 0 6421052 9.50 A 10421052 I See Footnote Class A Common Stock 2020-08-28 4 J 0 10421052 D 0 I See Footnote Class B Common Stock 2020-08-28 4 J 0 5000000 D Class A Common Stock 5000000 10692500 I See Footnote Class B Common Stock 2020-08-28 4 J 0 10692500 D Class A Common Stock 10692500 0 I See Footnote Warrants 2020-08-28 4 J 0 9766667 D Class A Common Stock 9766667 0 I See Footnote Warrants 2020-08-28 4 J 0 1333333 D Class A Common Stock 1333333 0 I See Footnote Represents shares of Class A Common Stock purchased by Cloudbreak Aggregator LP ("Cloudbreak") pursuant to the Forward Purchase Agreement, dated as of May 18, 2018 between Issuer and Cloudbreak. The securities disclosed in this Form 4 are held on behalf of certain funds (the "Funds") managed or advised by Third Point. Daniel S. Loeb is the Chief Executive Officer of Third Point LLC ("Third Point"). By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities held on behalf of the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein. Pursuant to the terms of an Agreement and Plan of Merger, dated as of January 16, 2020 (the "Merger Agreement"), by and among the Issuer, SL Globetrotter, L.P. ("Globetrotter"), Global Blue Group Holding AG ("New Global Blue") and other parties identified therein, each share of the Issuer's Class A Common Stock outstanding immediately prior to the effective time of the Merger (excluding shares of Class A Common Stock redeemed by holders of such shares pursuant to the terms of the Issuer's amended and restated certificate of incorporation) converted into the right to receive one ordinary share of New Global Blue. The transactions (the "Business Combination") contemplated by the Merger Agreement closed on August 28, 2020. Far Point LLC and its managing member, Cloudbreak, do not have any voting or dispositive power over 4,000,000 of these shares of the Issuer's Class A Common Stock, which are held on behalf of the Funds, and disclaim beneficial ownership of such securities. As described in the Issuer's registration statement on Form S-1 (File No. 333-225093) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis at the time of the Business Combination, and have no expiration date. Represents shares of Class B Common Stock held by Far Point LLC that were forfeited and were cancelled in connection with the Business Combination. Represents shares of Class B Common Stock held by Far Point LLC that converted into shares of New Global Blue in connection with the Business Combination. Immediately following the Business Combination, and pursuant to the terms of the Merger Agreement and that certain Letter Agreement, dated as of August 16, 2020 by and among SL Globetrotter, L.P., Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P., Cloudbreak Aggregator LP, Far Point LLC, Third Point Ventures LLC (as nominee of the TP Funds), Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P (the "Letter Agreement"), all 10,692,500 of these ordinary shares of New Global Blue were transferred to Globetrotter or its designees, other than a total of 4,316,321 ordinary shares of New Global Blue which were transferred to Thomas W. Farley and David Bonanno. Represents private warrants that converted into the same number of warrants of New Global Blue in connection with the Business Combination, and immediately thereafter, all such New Global Blue warrants were transferred to Globetrotter or its designees pursuant to the terms of the Letter Agreement. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of New Global Blue in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of New Global Blue at a price of $11.50 per share (subject to adjustment). Represents warrants underlying the 4,000,000 units purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of New Global Blue in connection with the Business Combination. /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC 2020-09-04 s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 2020-09-04 /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC, the investment manager of Cloudbreak Aggregator LP 2020-09-04 /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC, the investment manager of Cloudbreak Aggregator LP, the managing member of Far Point LLC 2020-09-04