UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Graf Industrial Corp.

(Name of Issuer)

  Common Stock, par value $0.0001 per share 

(Titles of Class of Securities)

384278 107

(CUSIP Number)

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:

 o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of 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 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, as amended (the “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).

(1) The securities are held directly by Graf Acquisition LLC (“Graf Acquisition”). Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities Fund II, L.P. (“OC Opportunities”). Owl Creek Advisors, LLC (“Owl Creek Advisors”) serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management, L.P. (the “Owl Creek Asset Management”) serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of common stock, par value $0.0001 per share (“Common Stock”), of Graf Industrial Corp. (the “Issuer”) issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-227396) (the “Registration Statement”).

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

(1) The securities are held directly by Graf Acquisition. Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities. Owl Creek Advisors serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of Common Stock issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

(1) The securities are held directly by Graf Acquisition. Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities. Owl Creek Advisors serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of Common Stock issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

(1) The securities are held directly by Graf Acquisition. Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities. Owl Creek Advisors serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of Common Stock issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

(1) The securities are held directly by Graf Acquisition. Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities. Owl Creek Advisors serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of Common Stock issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

(1) The securities are held directly by Graf Acquisition. Mr. Graf is the managing member of Graf Acquisition and shares voting and dispositive power over the shares held directly by Graf Acquisition with OC Opportunities. Owl Creek Advisors serves as the general partner of, and has the power to direct the affairs of, OC Opportunities. Owl Creek Asset Management serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of Owl Creek Asset Management. As a result, each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman may be deemed to have or share beneficial ownership of the securities held directly by Graf Acquisition. Each of Mr. Graf, OC Opportunities, Owl Creek Advisors, Owl Creek Asset Management and Mr. Altman disclaims beneficial ownership of the securities held by Graf Acquisition, except to the extent of their respective pecuniary interest in such securities.

(2) Excludes approximately 7,075,300 shares of Common Stock issuable upon the exercise of 14,150,605 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase either one-half or three-quarters of one share of common stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3) Based on 30,470,640 shares of Common Stock outstanding as of November 13, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 13, 2019.

EXPLANATORY NOTE

This Amendment No.1 (“Amendment No. 1”) amends and restates in its entirety the Statement on Schedule 13G originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2019 (the "Original Schedule 13G") on behalf of each of Graf Acquisition LLC, James A. Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman.

Item 1(a). Name of Issuer:

Graf Industrial Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

118 Vintage Park Blvd., Suite W-222

Houston, Texas 77070

Item 2(a). Name of Person Filing:

This statement is being jointly filed on behalf of each of the following persons pursuant to a Joint Filing Agreement previously filed as Exhibit 1 to the Original Schedule 13G:

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of Graf Acquisition LLC and James A. Graf is as follows:

118 Vintage Park Blvd., Suite W-222

Houston, Texas 77070

The principal business address of each of OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman is as follows:

c/o Owl Creek Advisors, LLC

640 Fifth Avenue, 20th Floor

New York, New York 10019

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Common Stock, par value $0.0001 per share.

Item 2(e). CUSIP Number:

384278 107

         
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership 

See responses to Item 9 on each cover page.

See responses to Item 11 on each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

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 five percent of the class of securities, check the following ¨.

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.  

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct.

Dated: February 13, 2020