0001213900-20-042430.txt : 20201214 0001213900-20-042430.hdr.sgml : 20201214 20201214101252 ACCESSION NUMBER: 0001213900-20-042430 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201214 DATE AS OF CHANGE: 20201214 GROUP MEMBERS: CANTOR FITZGERALD, L.P. GROUP MEMBERS: CF GCM INVESTOR, LLC GROUP MEMBERS: CF GROUP MANAGEMENT, INC. GROUP MEMBERS: HOWARD W. LUTNICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GCM Grosvenor Inc. CENTRAL INDEX KEY: 0001819796 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91863 FILM NUMBER: 201385332 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6500 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CF Finance Holdings LLC CENTRAL INDEX KEY: 0001761061 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129385000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 ea131383-sc13gcffin_gcmgros.htm SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

GCM Grosvenor Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
 
36831E108
(CUSIP Number)
 
November 17, 2020

(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 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).

 

 

 

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G Page 2 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CF Finance Holdings, LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

3,251,535

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

3,251,535

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,251,535

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.1%

 
12

TYPE OF REPORTING PERSON

OO

 

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G Page 3 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CF GCM Investor, LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

5,000,000

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

5,000,000

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.1%

 
12

TYPE OF REPORTING PERSON

OO

 

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 4 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Cantor Fitzgerald, L.P.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

8,251,535

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

8,251,535

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,251,535

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.8%

 
12

TYPE OF REPORTING PERSON

PN

 

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 5 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CF Group Management, Inc.

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

8,251,535

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

8,251,535

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,251,535

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.8%

 
12

TYPE OF REPORTING PERSON

CO

 

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 6 of 11

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Howard W. Lutnick

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

8,251,535

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

8,251,535

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,251,535

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.8%

 
12

TYPE OF REPORTING PERSON

IN

 

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 7 of 11

 

Item 1(a). Name of Issuer:
   
  GCM Grosvenor Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

900 North Michigan Avenue

Suite 1100

Chicago, IL 60611

   
Item 2(a). Name of Person Filing:
   
  CF Finance Holdings LLC, CF GCM Investor, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
 

110 East 59th Street

New York, New York 10022

   
Item 2(c). Citizenship:
   
  Each of CF Finance Holdings LLC and CF GCM Investor, LLC is a limited liability company formed in Delaware. Cantor Fitzgerald, L.P. is a Delaware limited partnership, CF Group Management, Inc. is a New York corporation and Mr. Lutnick is a citizen of the United States of America.
   
Item 2(d). Titles of Classes of Securities:
   
  Class A Common Stock, par value $0.0001 per share.
   
Item 2(e). CUSIP Number:
   
  36831E108

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

  (a) ¨ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange 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) ¨ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
  (f) ¨ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
  (g) ¨ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) ¨ 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) ¨ Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
  (k) ¨ 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: _________

 

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 8 of 11

 

Item 4. Ownership

 

  The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
   
  As of November 17, 2020, the Reporting Persons may be deemed to beneficially own an aggregate of 8,251,535 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”) of GCM Grosvenor Inc. (the “Issuer”), representing 19.8% of the Issuer’s outstanding Common Stock, including warrants exercisable for an aggregate of 1,800,000 shares of Common Stock.
   
  The percentage of the Common Stock held by the Reporting Persons is based on 39,914,862 shares of Common Stock outstanding as of November 18, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 25, 2020 and assumes the exercise of all the warrants held by the Reporting Persons.
   
  CF Finance Holdings LLC ("Holdings") and CF GCM Investor, LLC ("Investor") are each the record holder of certain of the securities reported herein. Holdings owns 2,951,535 shares of Common Stock and 300,000 warrants of the Issuer and Investor owns 3,500,000 shares of Common Stock and 1,500,000 warrants of the Issuer. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of each of Holdings and Investor. CF Group Management, Inc. is the managing general partner of Cantor. Mr. Lutnick is Chairman and Chief Executive of CF Group Management, Inc. ("CFGM") and trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by Holdings and Investor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 9 of 11

 

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.
   
  By signing below the undersigned certifies that, to the best of his or 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, other than activities solely in connection with a nomination under § 240.14a-11.

  

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 10 of 11

 

SIGNATURE

 

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

 

Dated: December 14, 2020

 

  CF FINANCE HOLDINGS LLC

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CF GCM INVESTOR, LLC

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CANTOR FITZGERALD, L.P.

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CF GROUP MANAGEMENT, INC.

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  By: /s/ Howard W. Lutnick

 

 

 

 

CUSIP No. 36831E108 SCHEDULE 13G   Page 11 of 11

 

Exhibit Index

 

Exhibit No.   Description
99.1   Joint Filing Agreement, dated as of December 14, 2020, by and among the Reporting Persons

 

 

 

EX-99.1 2 ea131383ex99-1_gcmgros.htm JOINT FILING AGREEMENT, DATED AS OF DECEMBER 10, 2020, BY AND AMONG THE REPORTING PERSONS

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

 

Date: December 14, 2020

 

  CF FINANCE HOLDINGS LLC

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CF GCM INVESTOR, LLC

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CANTOR FITZGERALD, L.P.

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  CF GROUP MANAGEMENT, INC.

 

  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

  By: /s/ Howard W. Lutnick