0001144204-18-053894.txt : 20181015 0001144204-18-053894.hdr.sgml : 20181015 20181015213513 ACCESSION NUMBER: 0001144204-18-053894 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181015 FILED AS OF DATE: 20181015 DATE AS OF CHANGE: 20181015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graf Acquisition LLC CENTRAL INDEX KEY: 0001745782 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123436 BUSINESS ADDRESS: STREET 1: 118 VINTAGE PARK BLVD STREET 2: SUITE W-222 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 3107458669 MAIL ADDRESS: STREET 1: 118 VINTAGE PARK BLVD STREET 2: SUITE W-222 CITY: HOUSTON STATE: TX ZIP: 77070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graf James A CENTRAL INDEX KEY: 0001519672 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123437 MAIL ADDRESS: STREET 1: 1450 2ND STREET STREET 2: SUITE 247 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OC Opportunities Fund II, L.P. CENTRAL INDEX KEY: 0001755679 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123438 BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-688-2550 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Owl Creek Asset Management, L.P. CENTRAL INDEX KEY: 0001313756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123439 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-688-2550 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OWL CREEK ADVISORS, LLC CENTRAL INDEX KEY: 0001531024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123440 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 688 2550 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALTMAN JEFFREY A CENTRAL INDEX KEY: 0001269751 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 181123441 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Graf Industrial Corp. CENTRAL INDEX KEY: 0001745317 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 118 VINTAGE PARK BLVD STREET 2: SUITE W-222 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 3107458669 MAIL ADDRESS: STREET 1: 118 VINTAGE PARK BLVD STREET 2: SUITE W-222 CITY: HOUSTON STATE: TX ZIP: 77070 3 1 tv504857_form3.xml FORM 3 X0206 3 2018-10-15 0 0001745317 Graf Industrial Corp. GRAF 0001745782 Graf Acquisition LLC C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD, SUITE W-222 HOUSTON TX 77070 0 0 1 0 0001519672 Graf James A C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD, SUITE W-222 HOUSTON TX 77070 0 0 1 0 0001755679 OC Opportunities Fund II, L.P. C/O OWL CREEK ADVISORS, LLC 640 FIFTH AVENUE, 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001313756 Owl Creek Asset Management, L.P. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001531024 OWL CREEK ADVISORS, LLC 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001269751 ALTMAN JEFFREY A 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 6418750 D The common stock beneficially owned by the reporting persons includes up to 843,750 shares of common stock subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Issuer's registration statement on Form S-1 (Registration No. 333-227396). The securities are held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P.. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer. See Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney. /s/ Joel L. Rubinstein, Attorney-in-Fact for Graf Acquisition LLC 2018-10-15 /s/ Joel L. Rubinstein, Attorney-in-Fact for James A. Graf 2018-10-15 /s/ Reuben Kopel for OC Opportunities Fund II, L.P. 2018-10-15 /s/ Reuben Kopel for Owl Creek Asset Management, L.P. 2018-10-15 /s/ Reuben Kopel for Owl Creek Advisors, LLC 2018-10-15 /s/ Jeffrey A. Altman 2018-10-15 EX-24.1 2 tv504857_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Daniel Nussen, Sarah Ross, Travis Cherry and Sean Toner, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of Graf Industrial Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

 

Dated: June 27, 2018

 

  GRAF ACQUISITION LLC
     
     
  By: /s/ James Graf
    Name:  James A. Graf
    Title:    Managing Member

 

 

 EX-24.2 3 tv504857_ex24-2.htm EXHIBIT 24.2

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Daniel Nussen, Sarah Ross, Travis Cherry and Veronique Laverdure, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of Graf Industrial Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

 

Dated: October 15, 2018

 

  /s/ James A. Graf
  James A. Graf

 

 

 EX-99.1 4 tv504857_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Graf Acquisition LLC
   
Address of Joint Filer: c/o Graf Industrial Corp.  
  118 Vintage Park Blvd., Suite W-222
  Houston, Texas 77070
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: James A. Graf
   
Address of Joint Filer: c/o Graf Industrial Corp.  
  118 Vintage Park Blvd., Suite W-222
  Houston, Texas 77070
   
Relationship of Joint Filer to Issuer: Director; 10% Owner; Officer (Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: OC Opportunities Fund II, L.P.
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   

 

 

 

 

   
Name of Joint Filer: Owl Creek Asset Management, L.P.
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: Owl Creek Advisors, LLC
   
Address of Joint Filer: 640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: Jeffrey A. Altman
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC