SC 13G/A 1 d439587dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

GLOBAL PARTNER ACQUISITION CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

37954X204

(CUSIP Number)

August 23, 2017

(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 on 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. 37954X204   13G   Page 2 of 5 Pages

 

  1.   

NAMES OF REPORTING PERSONS

 

BlueMountain Capital Management, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

550,324

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

550,324

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

550,324

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.4% (1)

12.  

TYPE OF REPORTING PERSON (see instructions)

 

IA

 

(1) The percentage set forth in Row 11 of this Cover Page is based on the 15,989,770 shares of Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of August 8, 2017, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2017.

CUSIP No. 37954X204   13G   Page 3 of 5 Pages

Item 1.

 

  (a) Name of Issuer

Global Partner Acquisition Corp.

 

  (b) Address of Issuer’s principal executive offices

10 Allison Lane, Thornwood, New York 10594

Item 2.

 

  (a) Name of person filing

This Amendment No. 3 to the Schedule 13G filed on August 10, 2015 (as amended by Amendment No. 1 thereto filed on February 2, 2016 and Amendment No. 2 thereto filed on February 10, 2017) is being filed on behalf of BlueMountain Capital Management, LLC (“BMCM”), with respect to the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Global Partner Acquisition Corp., a Delaware corporation (the “Issuer”).

BMCM acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, the following entities:

 

  (i) Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 393,631 shares of Common Stock directly owned by it;

 

  (ii) BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 55,699 shares of Common Stock directly owned by it;

 

  (iii) BlueMountain Logan Opportunities Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 20,584 shares of Common Stock directly owned by it; and

 

  (iv) BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg, with respect to the 39,352 shares of Common Stock directly owned by it.

The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

  (b) Address or principal business office or, if none, residence

280 Park Avenue, 12th Floor, New York, New York 10017

 

  (c) Citizenship

See Row 4 of the Cover Page.

 

  (d) Title of class of securities

Common Stock, par value $0.0001 per share

 

  (e) CUSIP No.

37954X204

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:

 

(a)   

☐       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)   

☐       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)   

☐       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

CUSIP No. 37954X204   13G   Page 4 of 5 Pages

 

(d)   

☐       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)   

☐       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)   

☐       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)   

☐       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)   

☐       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)    ☐       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)   

☐       Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the Cover Page and is incorporated herein by reference.

BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6. Ownership of More than 5 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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

CUSIP No. 37954X204   13G   Page 5 of 5 Pages

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: August 29, 2017

BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC

 

By: /s/ ERIC M. ALBERT                        
Eric M. Albert, Chief Compliance Officer