UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Gores Holdings II, Inc.
| (Name of Issuer) |
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Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
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382867208** |
| (CUSIP Number) |
|
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| January 19, 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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 the disclosures provided in a prior cover page.
** The Class A Common Stock has no CUSIP number. The CUSIP number for the units, which include Class A Common Stock, is 382867208.
The information required in 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).
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Governors Lane LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,500,000 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,500,000 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Governors Lane Fund General Partner LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,500,000 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,500,000 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Class A Common Stock
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Isaac Corre
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York, USA
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,500,000 shares of Class A Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,500,000 shares of Class A Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Class A Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 5 of 8
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Item 1.
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(a) Name of Issuer
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Gores Holdings II, Inc.
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(b) Address of Issuer’s Principal Executive Offices
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9800 Wilshire Blvd.
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Beverly Hills, CA 90212
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Item 2.
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(a) Name of Person Filing
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This statement is being filed by (i) Governors Lane LP, (ii) Governors Lane Fund General Partner LLC and (iii) Isaac Corre. Governors Lane LP serves as discretionary investment manager to Governors Lane Master Fund LP and Governors Lane SIF LP. Governors Lane Fund General Partner LLC is the general partner of Governors Lane Master Fund LP and Governors Lane SIF LP. Mr. Corre is the chief executive officer of Governors Lane LP and the managing member of Governors Lane Fund General Partner LLC.
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(b) Address of Principal Business Office or, if none, Residence
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The address of the principal business office of Governors Lane LP is 510 Madison Avenue, 10th Floor, New York, NY 10022. The address of the principal business office of the remaining Reporting Persons is c/o Governors Lane LP, 510 Madison Avenue, 10th Floor, New York, NY 10022.
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(c) Citizenship
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(i) Governors Lane LP is a Delaware limited partnership.
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(ii) Governors Lane Fund General Partner LLC is a Delaware limited liability company.
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(iii) Isaac Corre is a United States citizen.
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(d) Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share, referred to herein as the “Class A Common Stock.”
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(e) CUSIP No.
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The Class A Common Stock has no CUSIP number. The CUSIP number for the units, which include Class A Common Stock, is 382867208.
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 6 of 8
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Item 3.
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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:
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(a)
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☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 7 of 8
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Item 4.
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Ownership
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(a) Amount Beneficially Owned: As of the date hereof, each of the Reporting Persons may deemed to beneficially own 2,500,000 shares of Class A Common Stock.
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(b) Percent of Class: As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 6.3% of the outstanding Class A Common Stock. The percentages used in this filing are calculated based upon 40,000,000 shares of Class A Common Stock reported to be outstanding on the Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 19, 2017.
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(c) Number of shares as to which the person has:
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No. 382867208
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SCHEDULE 13G |
Page 8 of 8
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SIGNATURE
After reasonable 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: January 24, 2017
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Governors Lane LP
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By:
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/s/ Olivia Maginley
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Name:
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Olivia Maginley
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Title:
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General Counsel & Chief Compliance Officer
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Governors Lane Fund General Partner LLC
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By:
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/s/ Olivia Maginley
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Name:
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Olivia Maginley
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Title:
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Authorized Signatory
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By:
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/s/ Isaac Corre
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Name:
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Isaac Corre
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EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: January 24, 2017
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Governors Lane LP
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By:
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/s/ Olivia Maginley
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Name:
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Olivia Maginley
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Title:
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General Counsel & Chief Compliance Officer
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Governors Lane Fund General Partner LLC
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By:
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/s/ Olivia Maginley
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Name:
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Olivia Maginley
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Title:
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Authorized Signatory
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By:
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/s/ Isaac Corre
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Name:
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Isaac Corre
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