SC 13G 1 ea134742-13g_gcmgrosvenor.htm SCHEDULE 13G

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.)*

 

GCM Grosvenor Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

36831E108

(CUSIP Number)

 

December 31, 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 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. 36831E108   Schedule 13GPage 1 of 8

 

 

1

Names of Reporting Persons
Michael Jay Sacks

 

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

145,135,246

 

  
7

Sole Dispositive Power

0

 

  
8

Shared Dispositive Power

145,135,246

 

  

9

Aggregate Amount Beneficially Owned by Each Reporting Person
145,135,246

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

11

Percent of Class Represented by Amount in Row 9
78.4%

 

12

Type of Reporting Person
IN

 

         

 

CUSIP No. 36831E108   Schedule 13GPage 2 of 8

 

 

1

Names of Reporting Persons
Grosvenor Holdings, L.L.C.

 

2

Check the Appropriate Box if a Member of a Group
(a) [  ]
(b) [  ]

 

3

SEC Use Only

 

4

Citizenship or Place of Organization
Illinois

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With		 5

Sole Voting Power

0

 

  
6

Shared Voting Power
134,858,026

 

  
7

Sole Dispositive Power
0

 

  
8

Shared Dispositive Power

134,858,026

 

  

9

Aggregate Amount Beneficially Owned by Each Reporting Person
134,858,026

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

11

Percent of Class Represented by Amount in Row 9
77.2%

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

         

 

CUSIP No. 36831E108   Schedule 13GPage 3 of 8

 

 

1

Names of Reporting Persons
Grosvenor Holdings II, L.L.C.

 

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
3,226,977

 

  
7

Sole Dispositive Power
0

 

  
8

Shared Dispositive Power

3,226,977

 

  

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,226,977

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

11

Percent of Class Represented by Amount in Row 9
7.5%

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

         

 

CUSIP No. 36831E108   Schedule 13GPage 4 of 8

 

 

1

Names of Reporting Persons
GCM Grosvenor 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
Delaware

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With		 5

Sole Voting Power
0

 

  
6

Shared Voting Power
7,050,243

 

  
7

Sole Dispositive Power
0

 

  
8

Shared Dispositive Power

7,050,243

 

  

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,050,243

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

11

Percent of Class Represented by Amount in Row 9
15.0%

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

         

 

CUSIP No. 36831E108   Schedule 13GPage 5 of 8

 

 

ITEM 1.(a) Name of Issuer:

 

GCM Grosvenor Inc. (the “Issuer”).

 

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

 

900 North Michigan Avenue Suite 1100, Chicago, IL 60611.

 

ITEM 2.(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Michael Jay Sacks

Grosvenor Holdings, L.L.C.

Grosvenor Holdings II, L.L.C.

GCM Grosvenor Management, LLC

 

(b)Address or Principal Business Office:

 

The principal business address of the Reporting Persons is c/o GCM Grosvenor Inc., 900 North Michigan Avenue Suite 1100, Chicago, IL 60611.

 

(c)Citizenship of each Reporting Person is:

 

Grosvenor Holdings, L.L.C. is organized under the laws of the state of Illinois. Grosvenor Holdings II, L.L.C. and GCM Grosvenor Management, LLC are each organized under the laws of the state of Delaware. Michael Jay Sacks is a citizen of the United States.

 

(d)Title of Class of Securities:

 

Class A common stock, par value $0.0001 per share (“Class A Common Stock”).

 

(e)CUSIP Number:

 

36831E108

 

ITEM 3.

 

Not applicable.

 

 

CUSIP No. 36831E108   Schedule 13GPage 6 of 8

 

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of the shares Class A Common Stock as of December 31, 2020, based upon 39,914,862 shares of Class A Common Stock outstanding as of November 30, 2020. The ownership information assumes the redemption of the common units of Grosvenor Capital Management Holdings, LLLP (“Common Units”) held by the Reporting Persons for shares of the Issuer’s Class A Common Stock on a one-to-one basis.

 

Reporting Person   Amount
beneficially
owned		     Percent
 of class:		     Sole
power
to vote
or to
direct
the vote:		     Shared
power
to vote
or to
direct
the vote:		     Sole
power to
dispose or
to direct
the
disposition
 of:		     Shared
power to
 dispose or
 to direct
 the
 disposition
 of:		  
Michael Jay Sacks     145,135,246       78.4 %     0       145,135,246       0       145,135,246  
Grosvenor Holdings, L.L.C.     134,858,026       77.2 %     0       134,858,026       0       134,858,026  
Grosvenor Holdings II, L.L.C.     3,226,977       7.5 %     0       3,226,977       0       3,226,977  
GCM Grosvenor Management, LLC     7,050,243       15.0 %     0       7,050,243       0       7,050,243  

 

Grosvenor Holdings II, L.L.C. is the record holder of 3,226,977 Common Units. GCM Grosvenor Management, LLC is the record holder of 7,050,243 Common Units. Grosvenor Holdings, L.L.C. is the record holder of 133,958,026 Common Units and 900,000 shares of Class A Common Stock issuable upon the exercise of warrants that are exercisable or will become exercisable within 60 days of December 31, 2020. The Common Units may be redeemed by the Reporting Persons at any time for shares of the Issuer’s Class A Common Stock on a one-to-one basis.

 

Mr. Sacks is the ultimate managing member of each of Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C. and GCM Grosvenor Management, LLC. As a result, Mr. Sacks may be deemed to share beneficial ownership of the securities held by the Reporting Persons.

 

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.

 

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.

 

 

CUSIP No. 36831E108   Schedule 13GPage 7 of 8

 

 

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.

 

Date:  February 11, 2021

 

  Michael Jay Sacks
     
  /s/ Michael Jay Sacks
     
  Grosvenor Holdings, L.L.C.
     
  By: /s/ Michael Jay Sacks
  Name: Michael Jay Sacks
  Title: Managing Member
     
  Grosvenor Holdings II, L.L.C.
     
  By: /s/ Michael Jay Sacks
  Name: Michael Jay Sacks
  Title: Managing Member
     
  GCM Grosvenor Manager, LLC
     
  By: /s/ Michael Jay Sacks
  Name: Michael Jay Sacks
  Title: Managing Member

 

 

CUSIP No. 36831E108   Schedule 13GPage 8 of 8

 

 

LIST OF EXHIBITS

 

Exhibit No.  Description
    
99  Joint Filing Agreement.