0000908834-22-000139.txt : 20221216 0000908834-22-000139.hdr.sgml : 20221216 20221216171626 ACCESSION NUMBER: 0000908834-22-000139 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221207 FILED AS OF DATE: 20221216 DATE AS OF CHANGE: 20221216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468876 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIED RICHARD B CENTRAL INDEX KEY: 0001245637 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468874 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATEL RAJIV A CENTRAL INDEX KEY: 0001275110 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468869 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giauque Nicolas CENTRAL INDEX KEY: 0001372970 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468872 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linn Michael G CENTRAL INDEX KEY: 0001495856 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468870 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gehani Varun N CENTRAL INDEX KEY: 0001904298 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468873 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fisch Michael B. CENTRAL INDEX KEY: 0001611816 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468875 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dreyfuss Philip D CENTRAL INDEX KEY: 0001693981 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468877 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim David T CENTRAL INDEX KEY: 0001595643 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468871 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grassland Investors, LLC CENTRAL INDEX KEY: 0001881151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40862 FILM NUMBER: 221468878 BUSINESS ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Marblegate Acquisition Corp. CENTRAL INDEX KEY: 0001838513 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 854249135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 411 THEODORE FREMD AVENUE STREET 2: SUITE 206S CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: (914) 415-4081 MAIL ADDRESS: STREET 1: 411 THEODORE FREMD AVENUE STREET 2: SUITE 206S CITY: RYE STATE: NY ZIP: 10580 3 1 form3.xml X0206 3 2022-12-07 0 0001838513 Marblegate Acquisition Corp. GATE 0001881151 Grassland Investors, LLC C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true true Member of a Group Owning 10% 0001693981 Dreyfuss Philip D C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001611816 Fisch Michael B. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001904298 Gehani Varun N C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001372970 Giauque Nicolas C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001595643 Kim David T C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001495856 Linn Michael G C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 true Member of a Group Owning 10% Class A common stock 150000 D Class A common stock 150000 I See Footnotes Warrants 11.5 Class A common stock 1485000 D Warrants 11.5 Class A common stock 1485000 I See Footnotes Class B common stock Class A common stock 225000 D Class B common stock Class A common stock 225000 I See Footnotes The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Marblegate Acquisition Corp. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing one or more additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 3. The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland"). The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback"). Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the Issuer's securities held by each of Grassland and Wingback. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Company, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO. As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination. On a Form 8-K filed by the Issuer on December 7, 2022 (the "Form 8-K"), the Issuer disclosed that, in connection with the Issuer's proposal to amend its certificate of incorporation, stockholders holding 28,989,609 shares of the Issuer's Class A common stock exercised their right to redeem such shares, and that following such redemptions the Issuer will have 1,010,391 shares of Class A common stock outstanding. The reporting persons are filing this Form 3 to reflect the fact that, due solely to the redemptions reported in the Form 8-K, Grassland holds greater than 10.0% of the Class A common stock outstanding. This Form 3 does not reflect any acquisition of Class A common stock by any reporting person. /s/ Michael B. Fisch, as authorized signatory for Grassland Investors, LLC 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Philip D. Dreyfuss 2022-12-16 /s/ Michael B. Fisch, as managing member of Farallon Capital Management, L.L.C. 2022-12-16 /s/ Michael B. Fisch 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Richard B. Fried 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Varun N. Gehani 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Nicolas Giauque 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for David T. Kim 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Michael G. Linn 2022-12-16 /s/ Michael B. Fisch, as attorney-in-fact for Rajiv A. Patel 2022-12-16