| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICREDIT CORP [ ACF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share ("Common Stock") | 01/23/2008(1) | S | 975,000 | D | $11.5864 | 1,025,000 | I | See Footnotes(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. A share forward transaction among RCG Enterprise, Ltd, a Cayman Islands company ("RCG Enterprise"), RCG PB, Ltd, a Cayman Islands company ("RCG PB") and Baldwin Enterprises, Inc. ("Baldwin"), whereby RCG Enterprise is obligated to sell 718,750 shares of Common Stock to Baldwin and RCG PB is obligated to sell 256,250 shares of Common Stock to Baldwin, was entered into on January 23, 2008. Such transaction will settle on the earlier of (i) February 15, 2008 and (ii) the termination of all waiting periods applicable to Baldwin under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. |
| 2. Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), (i) acts as the investment advisor of RCG Enterprise, which directly owns 327,760 shares of Common Stock, (ii) acts as the investment advisor of RCG Sextant Master Fund, Ltd., a Cayman Islands company ("RCG Sextant"), which directly owns 697,240 shares of Common Stock and (iii) is the sole member of Ramius Advisors, LLC, a Delaware limited liability company, which acts as the investment advisor of RCG PB, which no longer owns any shares of Common Stock. |
| 3. As the investment advisor of RCG Enterprise and RCG Sextant, Ramius Capital may be deemed to beneficially own (i) the 327,760 shares of Common Stock directly owned by RCG Enterprise and (ii) the 697,240 shares of Common Stock directly owned by RCG Sextant. As the managing member of Ramius Capital, C4S & Co., L.L.C., a Delaware limited liability company ("C4S"), may be deemed to beneficially own (i) the 327,760 shares of Common Stock directly owned by RCG Enterprise and (ii) the 697,240 shares of Common Stock directly owned by RCG Sextant. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own (i) the 327,760 shares of Common Stock directly owned by RCG Enterprise and (ii) the 697,240 shares of Common Stock directly owned by RCG Sextant. |
| 4. (continued from footnote (3)) Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| Member of 13D group owning more than 10%. The Power of Attorney executed by Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss, authorizing Owen S. Littman to sign and file this Form 4 on each person's behalf, which was filed with the Form 3 filed with the Securities and Exchange Commission on October 16, 2007 by such Reporting Persons with respect to the common stock of Baseline Oil & Gas, Inc., is hereby incorporated by reference. |
| RAMIUS CAPITAL GROUP, L.L.C., By: /s/ Owen S. Littman, Authorized Signatory | 01/25/2008 | |
| RCG ENTERPRISE, LTD, By: Ramius Capital Group, L.L.C., Its Investment Advisor, By: /s/ Owen S. Littman, Authorized Signatory | 01/25/2008 | |
| RCG SEXTANT MASTER FUND, LTD., By: Ramius Capital Group, L.L.C., As Sole Member, By: /s/ Owen S. Littman, Authorized Signatory | 01/25/2008 | |
| RCG PB, LTD, By: Ramius Advisors, LLC, Its Investment Advisor, By: Ramius Capital Group, L.L.C., As Sole Member, By: /s/ Owen S. Littman, Authorized Signatory | 01/25/2008 | |
| RAMIUS ADVISORS, LLC, By: Ramius Capital Group, L.L.C., as Sole Member, By: /s/ Owen Littman, Authorized Signatory | 01/25/2008 | |
| C4S & CO., L.L.C., By: Jeffrey M. Solomon., as Managing Member, By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon | 01/25/2008 | |
| PETER A. COHEN, By: /s/ Owen S. Littman, as Attorney-In-Fact for Peter A. Cohen | 01/25/2008 | |
| MORGAN B. STARK, By: /s/ Owen S. Littman, as Attorney-In-Fact for Morgan B. Stark | 01/25/2008 | |
| THOMAS W. STRAUSS, By: /s/ Owen S. Littman, as Attorney-In-Fact for Thomas W. Strauss | 01/25/2008 | |
| JEFFREY M. SOLOMON, By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon | 01/25/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||