0000902664-18-003856.txt : 20181026 0000902664-18-003856.hdr.sgml : 20181026 20181026170031 ACCESSION NUMBER: 0000902664-18-003856 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181026 DATE AS OF CHANGE: 20181026 SUBJECT COMPANY: 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90680 FILM NUMBER: 181142192 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 134131516 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G 1 p18-1951sc13g.htm GRAF INDUSTRIAL CORP.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. )*

Graf Industrial Corp.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

384278107
(CUSIP Number)

October 16, 2018
(Date of event which requires filing of this statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 9 Pages)

______________________________

*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 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).

CUSIP No. 38427807

13G

Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,500,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.86%
12	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 38427807

13G

Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS 1992 MSF International Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,500,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.86%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 38427807

13G

Page 4 of 9 Pages

Item 1(a).		NAME OF ISSUER:

		The name of the issuer is Graf Industrial Corp. (the "Company").

Item 1(b).		ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

		The Company's principal executive offices are located at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.

Item 2(a).		NAME OF PERSON FILING:
Item 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).		CITIZENSHIP:

		This statement is filed by:

		(i)	Highbridge Capital Management, LLC 40 West 57th Street, 32nd Floor New York, New York 10019 Citizenship: State of Delaware

		(ii)	1992 MSF International Ltd. c/o Highbridge Capital Management, LLC 40 West 57th Street, 32nd Floor New York, New York 10019 Citizenship: Cayman Islands

		The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

Item 2(d).	TITLE OF CLASS OF SECURITIES:

	Common Stock, par value $0.0001 per share (the "Common Stock").

Item 2(e).	CUSIP NUMBER:

	384278107

CUSIP No. 38427807

13G

Page 5 of 9 Pages

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)		¨	Broker or dealer registered under Section 15 of the Act,
	(b)		¨	Bank as defined in Section 3(a)(6) of the Act,
	(c)		¨	Insurance Company as defined in Section 3(a)(19) of the Act,
	(d)		¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
	(e)		¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)		¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
	(g)		¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
	(h)		¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
	(i)		¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)		¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)		¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________

CUSIP No. 38427807

13G

Page 6 of 9 Pages


Item 4.	OWNERSHIP.

	(a)	Amount beneficially owned:

		As of the date hereof, (i) 1992 MSF International Ltd. may be deemed to beneficially own 1,500,000 shares of Common Stock and (ii) Highbridge Capital Management, LLC, as the trading manager of 1992 MSF International Ltd., may be deemed to be the beneficial owner of the 1,500,000 shares of Common Stock held by 1992 MSF International Ltd.

	(b)	Percent of class:

		The percentages used herein and in the rest of this Schedule 13G are calculated based upon 30,845,262 shares of Common Stock reported to be outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on October 16, 2018 and the Company's Press Release announced on October 25, 2018, after giving effect to the completion of the offering and the partial exercise of the underwriters' overallotment option, as described therein. On the date of the event which requires the filing of this Schedule 13G, each of the Reporting Persons may have been deemed to be the beneficial owner of more than five percent of the shares of Common Stock. On the date hereof, (i) 1992 MSF International Ltd. may be deemed to beneficially own approximately 4.86% of the outstanding shares of Common Stock and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 4.86% of the outstanding shares of Common Stock.

		The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by 1992 MSF International Ltd.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote

			0

		(ii)	Shared power to vote or to direct the vote

			See Item 4(a)

		(iii)	Sole power to dispose or to direct the disposition of

			0

		(iv)	Shared power to dispose or to direct the disposition of

			See Item 4(a)

CUSIP No. 38427807

13G

Page 7 of 9 Pages

Item 5.	OWNERSHIP OF FIVE 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 5 percent of the class of securities, check the following x

Item 6.	OWNERSHIP OF MORE THAN FIVE 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.

	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.

	Each Reporting Person hereby makes the following certification:

	By signing below the Reporting Person certifies that, to the best of its 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.

CUSIP No. 38427807

13G

Page 8 of 9 Pages

SIGNATURES

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

DATED: October 26, 2018

HIGHBRIDGE CAPITAL MANAGEMENT, LLC


By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director

1992 MSF INTERNATIONAL LTD.


By:	Highbridge Capital Management, LLC
	its Trading Manager


By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director

CUSIP No. 38427807

13G

Page 9 of 9 Pages

EXHIBIT 1

JOINT FILING AGREEMENT

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.

DATED: October 26, 2018

HIGHBRIDGE CAPITAL MANAGEMENT, LLC


By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director

1992 MSF INTERNATIONAL LTD.


By:	Highbridge Capital Management, LLC
	its Trading Manager


By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director