UNITED
STATES
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 $.0001 Per Share
(Title of Class of Securities)
384278206
(CUSIP Number)
J. Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2019
(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. 384278206 | 13G | Page 2 of 14 |
| 1. | NAMES
OF REPORTING PERSONS Lighthouse Investment Partners, 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 | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA | ||
| CUSIP No. 384278206 | 13G | Page 3 of 14 |
| 1. | NAMES
OF REPORTING PERSONS LHP Ireland Fund Management | ||
| 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 Ireland | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 4 of 14 |
| 1. | NAMES
OF REPORTING PERSONS MAP 501, a sub-trust of LMA Ireland | ||
| 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 Ireland | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 5 of 14 |
| 1. | NAMES
OF REPORTING PERSONS LMAP 909, a sub-fund of LMAP Ireland ICAV | ||
| 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 | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 6 of 14 |
| 1. | NAMES
OF REPORTING PERSONS MAP 197 Segregated Portfolio, a segregated portfolio of LMA SPC | ||
| 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 Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 7 of 14 |
| 1. | NAMES
OF REPORTING PERSONS MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC | ||
| 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 Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 8 of 14 |
| 1. | NAMES
OF REPORTING PERSONS MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC | ||
| 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 Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 1,668,295 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 1,668,295 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48% | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI | ||
| CUSIP No. 384278206 | 13G | Page 9 of 14 |
Item 1.
| (a) | Name of Issuer |
The name of the issuer is Graf Industrial Corp. (herein referred to as “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the issuer are located at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.
Item 2.
| (a) | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
| i) | Lighthouse Investment Partners, LLC (“Lighthouse”) |
| ii) | LHP Ireland Fund Management Limited (“LHP Ireland”) |
| iii) | MAP 501, a sub-trust of LMA Ireland (“MAP 501”) |
| iv) | LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”) |
| v) | MAP 197 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 197”) |
| vi) | MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”) |
| vii) | MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC (“MAP 136”) |
This Statement relates to the Issuer’s shares of common stock (“Shares”) directly beneficially owned by MAP 501, LMAP 909, MAP 197, MAP 214, and MAP 136. Lighthouse serves as the investment manager of MAP 197, MAP 214, and MAP 136. LHP Ireland serves as the alternative investment fund manager of MAP 501 and LMAP 909. Because Lighthouse and LHP Ireland may be deemed to control MAP 197, MAP 214, MAP 136, MAP 501and LMAP 909, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares reported herein.
| (b) | Address of the Principal Office or, if none, residence |
The addresses of the business offices of each of the Reporting Persons are:
3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410
32 Molesworth Street, Dublin, D02 Y512, Ireland
| (c) | Citizenship |
Each of MAP 197, MAP 214, and MAP 136 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. MAP 501 is a sub-trust of an Ireland umbrella unit trust. LMAP 909 is a sub-fund of LMAP Ireland ICAV, an umbrella Irish collective asset-management vehicle. Lighthouse is a Delaware limited liability company. LHP Ireland is an Ireland limited company.
| (d) | Title of Class of Securities |
The schedule 13G statement relates to common stock, par value $.0001 per share of the Issuer (the “Stock”).
| (e) | CUSIP Number |
The CUSIP number for the Stock is 384278206.
| CUSIP No. 384278206 | 13G | Page 10 of 14 |
| Item 3. | Filing pursuant to §240.13d-1(b) |
If this statement is filed pursuant to Sec. 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.D. 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); |
| (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 Sec. 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association 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) | ☐ A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 1,668,295 Shares. |
| (b) | Percent of Class: As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.48% of Shares outstanding. |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,668,295. |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of 1,668,295. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable
| 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
| CUSIP No. 384278206 | 13G | Page 11 of 14 |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| CUSIP No. 384278206 | 13G | Page 12 of 14 |
| Item 10. | Certification |
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.
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.
February 5, 2020
Date
| LIGHTHOUSE INVESTMENT PARTNERS, LLC | LHP IRELAND FUND MANAGEMENT | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Authorized Signatory | Authorized Signatory | |
| MAP 214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC | LMAP 909, A SUB-FUND OF LMAP IRELAND ICAV | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Director | Authorized Signatory | |
MAP 197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC |
MAP 501, A SUB-TRUST OF LMA IRELAND | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Director | Authorized Signatory | |
| MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC | ||
/s/ J. Scott Perkins |
||
| Authorized Signatory | ||
| CUSIP No. 384278206 | 13G | Page 13 of 14 |
EXHBIT INDEX
| Ex. | Page No. | |
| A Joint Filing Agreement | 14 |
| CUSIP No. 384278206 | 13G | Page 14 of 14 |
EXHBIIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Graf Industrial Corp. dated as of February 5, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| LIGHTHOUSE INVESTMENT PARTNERS, LLC | LHP IRELAND FUND MANAGEMENT | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Authorized Signatory | Authorized Signatory | |
| MAP 214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC | LMAP 909, A SUB-FUND OF LMAP IRELAND ICAV | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Director | Authorized Signatory | |
MAP 197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC |
MAP 501, A SUB-TRUST OF LMA IRELAND | |
/s/ J. Scott Perkins |
/s/ J. Scott Perkins | |
| Director | Authorized Signatory | |
| MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC | ||
/s/ J. Scott Perkins |
||
| Authorized Signatory |