SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

GLEACHER & COMPANY, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

377341 10 2

(CUSIP Number)

Robert H. Weiss

General Counsel

MatlinPatterson Global Advisers LLC

520 Madison Avenue

New York, New York 10022

(212) 651-9525

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 2, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person MatlinPatterson FA Acquisition LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds*     AF, WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     PN

2

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person MP II Preferred Partners L.P.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     PN

3

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person MatlinPatterson PE Holdings LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     HC

4

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person MatlinPatterson LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     HC

5

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person David J. Matlin
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     IN

6

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person Mark R. Patterson
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     IN

7

SCHEDULE 13D

CUSIP No. 377341 10 2

1	Name of reporting person MP Preferred Partners GP LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     AF, OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     -0-
		8	Shared voting power     35,568,261
		9	Sole dispositive power     -0-
		10	Shared dispositive power     35,568,261
11	Aggregate amount beneficially owned by each reporting person     35,568,261
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.9%
14	Type of reporting person     HC

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INTRODUCTION.

This amendment (“Amendment No. 11”) amends the Schedule 13D Statement relating to the shares of Common Stock, par value $0.01 per share of Gleacher & Company, Inc., a Delaware corporation (the “Issuer”), dated May 14, 2007 (the “Original Statement”, and as amended by Amendment No. 1 thereto, dated July 24, 2007, Amendment No. 2 thereto, dated September 21, 2007, Amendment No. 3 thereto, dated February 26, 2008, Amendment No. 4 thereto, dated February 29, 2008, Amendment No. 5 thereto, dated June 4, 2008, Amendment No. 6 thereto, dated February 17, 2009, Amendment No. 7 thereto, dated June 4, 2009, Amendment No. 8 thereto, dated July 28, 2009, Amendment No. 9 thereto, dated August 27, 2009 and Amendment No. 10 thereto, dated February 25, 2013 (as amended, the “Amended Statement”) filed on behalf of (i) MatlinPatterson FA Acquisition LLC (“Matlin FA”), a Delaware limited liability company, (ii) MatlinPatterson Global Opportunities Partners II L.P. (“Matlin Partners (Delaware)”), a Delaware limited partnership, (iii) MatlinPatterson Global Opportunities Partners (Cayman) II L.P. (“Matlin Partners (Cayman)” and, together with Matlin Partners (Delaware), the “Matlin Partners”), a Cayman Islands limited partnership, (iv) MatlinPatterson Global Advisers LLC (“Matlin Advisers”), a Delaware limited liability company, by virtue of its investment authority over securities held by each of the Matlin Partners, (v) MatlinPatterson Global Partners II LLC (“Matlin Global Partners”), a Delaware limited liability company, as the general partner of each of the Matlin Partners, (vi) MatlinPatterson PE Holdings LLC, formerly known as MatlinPatterson Asset Management LLC (“Matlin Asset Management”), a Delaware limited liability company, as the holder of all of the membership interests in Matlin Global Partners and Matlin Advisers, (vii) MatlinPatterson LLC (“MatlinPatterson”), a Delaware limited liability company, as the holder of all of the membership interests in Matlin Asset Management, (viii) David J. Matlin and Mark R. Patterson each, as a holder of 50% of the membership interests in MatlinPatterson, (ix) Christopher Pechock and Frank Plimpton, each an employee of Matlin Advisers, as the persons named in the Proxies described in the Amended Statement, and (x) MPII Special Cayman Ltd. (“MPII Special”), an exempted company incorporated in the Cayman Islands, MP II Preferred Partners L.P. (“MP Preferred Partners”), a Cayman Islands limited partnership and MP Preferred Partners GP LLC (“MP Preferred Partners GP”), a Delaware limited liability company. Matlin FA, Matlin Asset Management, MatlinPatterson, David J. Matlin, Mark R. Patterson, MP Preferred Partners and MP Preferred Partners GP are collectively referred to in this Amendment No. 11 as the “Reporting Persons” and each is a “Reporting Person.” Christopher Pechock and Frank Plimpton ceased to hold any voting rights in the shares described in the Amended Statement as of September 21, 2007 (as reflected in Amendment No. 2 and Amendment No. 3), MP II Special ceased to be a member of Matlin FA (as reflected in Amendment No. 6), and each of Matlin Partners, Matlin Global Partners and Matlin Advisers ceased to be a member of Matlin FA as of June 4, 2009 (as reflected in Amendment No. 7) and are no longer Reporting Persons for the purpose hereof.

Capitalized terms used and not defined in this Amendment No. 11 shall have the meanings set forth in the Amended Statement. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported on the Amended Statement.

9

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented by adding the following:

On May 2, 2013, the Reporting Persons filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). The Preliminary Proxy Statement describes certain proposals regarding the Issuer, its board, management and business, including, without limitation, proposals to (i) change the composition of the board, including potentially reducing the size of the board; (ii) replace the Chief Executive Officer and Chief Operating Officer of the Issuer with a qualified restructuring professional; (iii) continue seeking strategic transactions; and (iv) expedite the ongoing downsizing of the Issuer, coupled with a sale or liquidation of the Issuer’s remaining business, and a reinvestment of the proceeds or distribution to stockholders.

Except as disclosed herein, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is amended and supplemented by adding the following:

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D/A. A copy of such agreement is attached as Exhibit 22 to this Schedule 13D/A and is incorporated by reference herein.

Matlin FA, on behalf of the Reporting Persons, has entered into a nominee agreement (the “Nominee Agreements”) with each of Mark R. Patterson, Christopher R. Pechock, Carl W. McKinzie, Jaime Lifton, Edwin M. Banks, Keith B. Hall, Nasir A. Hasan and Marshall Cohen (the “Nominees”), pursuant to which Matlin FA, on behalf of the Reporting Persons, has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting, and to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The Nominees will not receive any compensation from Matlin FA or its affiliates for their services as directors of the Issuer if elected. If elected, the Nominees will be entitled to such compensation from the Issuer as is consistent with the Issuer’s practices for services of directors. This summary of the Nominee Agreements is qualified in its entirety by reference to the full text of the Form of Nominee Agreement, a copy of which is attached as Exhibit 23 to this Schedule 13D/A and is incorporated by reference herein.

Other than the joint filing agreement and the Nominee Agreements, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

10

Item 7. Material to be Filed As Exhibits

Item 7 is amended and supplemented by adding the following:

22 Joint Filing Agreement dated as of May 2, 2013.

23 Form of Nominee Agreement.

[Signature Page Follows]

11

SIGNATURES

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

Dated: May 2, 2013	MATLINPATTERSON FA ACQUISITION LLC
	/s/ Robert H. Weiss
	Name:	Robert H. Weiss
	Title:	Vice President
Dated: May 2, 2013	MP PREFERRED PARTNERS GP LLC
	/s/ Robert H. Weiss
	Name:	Robert H. Weiss
	Title:	General Counsel
Dated: May 2, 2013	MATLINPATTERSON LLC
	/s/ Mark R. Patterson
	Name:	Mark R. Patterson
	Title:	Member
Dated: May 2, 2013	MATLINPATTERSON PE HOLDINGS LLC
	/s/ Robert H. Weiss
	Name:	Robert H. Weiss
	Title:	General Counsel
Dated: May 2, 2013	MP II PREFERRED PARTNERS L.P.
	By:	MP Preferred Partners GP LLC, its general partner
	/s/ Robert H. Weiss
	Name:	Robert H. Weiss
	Title:	General Counsel
Dated: May 2, 2013	DAVID J. MATLIN
	/s/ David J. Matlin
	Name:	David J. Matlin

12

Dated: May 2, 2013	MARK R. PATTERSON
	/s/ Mark R. Patterson
	Name:	Mark R. Patterson

13

EXHIBIT INDEX

22	Joint Filing Agreement dated as of May 2, 2013.
23	Form of Nominee Agreement.

EX-22

Exhibit 22

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of MatlinPatterson FA Acquisition LLC, MatlinPatterson LLC, MatlinPatterson PE Holdings LLC, MP II Preferred Partners L.P., MP Preferred Partners GP LLC, David J. Matlin and Mark R. Patterson, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of Gleacher & Company, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 2nd day of May 2013.

MATLINPATTERSON FA ACQUISITION LLC
/s/ Robert H. Weiss
Name:	Robert H. Weiss
Title:	Vice President
MP PREFERRED PARTNERS GP LLC
/s/ Robert H. Weiss
Name:	Robert H. Weiss
Title:	General Counsel
MATLINPATTERSON LLC
s/ Mark R. Patterson
Name:	Mark R. Patterson
Title:	Member
MATLINPATTERSON PE HOLDINGS LLC
/s/ Robert H. Weiss
Name:	Robert H. Weiss
Title:	General Counsel

MP II PREFERRED PARTNERS L.P.
By:	MP Preferred Partners GP LLC, its general partner

/s/ Robert H. Weiss
Name:	Robert H. Weiss
Title:	General Counsel
DAVID J. MATLIN
/s/ David J. Matlin
Name:	David J. Matlin
MARK R. PATTERSON
/s/ Mark R. Patterson
Name:	Mark R. Patterson

EX-23

Exhibit 23

Form of Nominee Agreement

MatlinPatterson FA Acquisition LLC

520 Madison Avenue, 35^th Floor

New York, New York 10022-421

May 1, 2013

[Nominee Name] (“Nominee”)

[Nominee Address]

Dear Nominee:

This will confirm our understanding as follows:

You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of the undersigned and certain other parties (together, the “Nominating Parties”), to stand for election as a director of Gleacher & Company, Inc., a Delaware corporation (“Gleacher”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted by the Nominating Parties in respect of the 2013 annual meeting of stockholders of Gleacher expected to be held in May 2013 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree to serve as a director of Gleacher if so elected or appointed.

The undersigned agrees on behalf of the Nominating Parties to pay the costs of the Proxy Solicitation. The undersigned further agrees to reimburse you for actual out of pocket expenses incurred in connection with the Proxy Solicitation process, including telephone, postage and travel; it being understood, however, that should you be elected or appointed as a director, neither the undersigned nor the Nominating Parties shall be responsible for any costs associated with your responsibilities as a director, including but not limited to expenses incurred by you for attending board and committee meetings.

You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of Gleacher if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of Gleacher. Accordingly, the undersigned is relying upon your agreement to serve on the Slate and, if elected, as a director of Gleacher. In that regard, you were previously supplied with a questionnaire (the “Questionnaire”) in which you provided the undersigned with information necessary for the Nominating Parties to make appropriate disclosure to Gleacher and to use in creating the proxy materials to be sent to stockholders of Gleacher and filed with the Securities and Exchange Commission (the “Commission”) in connection with the Proxy Solicitation. You further understand that this agreement will be publicly disclosed to the Commission.

You agree that (i) your responses in the Questionnaire are true, complete and correct in all respects, and (ii) you will fully cooperate with the Nominating Parties in connection with the nomination and Proxy Solicitation process, including but not limited to providing any additional information and authorizations as may be requested by the undersigned. Upon being notified that we have chosen you, we may forward to Gleacher your completed Questionnaire (or summary thereof) and the Consent of Proposed Nominee previously executed by you where you consented to serving as a director of Gleacher, and we may at any time, in our discretion, disclose such information, as well as the existence and contents of this letter.

The undersigned agrees on behalf of the Nominating Parties that, so long as you actually serve on the Slate, the undersigned will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof relating solely to your role as a nominee for director of Gleacher on the Slate. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Gleacher, if you are elected.

Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire or otherwise in connection with the Proxy Solicitation. You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned. The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, the undersigned may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. If you are required to enforce the obligations of the undersigned in this letter in a court of competent jurisdiction, or to recover damages for breach of this letter, the undersigned will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

Each of us recognizes that should you be elected to the Board of Directors of Gleacher all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Gleacher and to the stockholders of Gleacher and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a director of Gleacher.

This letter sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by the undersigned and you. This letter shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,
MATLINPATTERSON FA ACQUISITION LLC
	Name:	Robert H. Weiss
	Title:	Vice President

Agreed to and accepted as of the date first written above:

Name: [Nominee]