Marblegate Acquisition Corp.
|
(Name of Issuer)
|
Class A Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
56608A105
|
(Cusip Number)
|
December 31, 2022
|
(Date of Event which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
S
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Grassland Investors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 56608A105
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
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
150,000
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(i)
|
Grassland Investors, LLC, a Delaware limited liability company (“Grassland Investors, LLC”), with respect to the Shares held by it.
|
(ii)
|
Farallon Capital Management, L.L.C., a
Delaware limited liability company (the “Management Company”), which is the
manager of Grassland Investors, LLC, with respect to the Shares held by Grassland
Investors, LLC.
|
(iii)
|
The following persons, each of whom is
a managing member or senior managing member, as the case may be, of the Management Company, with respect to the Shares held by Grassland Investors, LLC: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check
Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
/s/ John R. Warren
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
GRASSLAND INVESTORS, LLC
|
|
By: John R. Warren, Managing Member
|
|
/s/ John R. Warren
|
|
John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
/s/ John R. Warren
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
GRASSLAND INVESTORS, LLC
|
|
By: John R. Warren, Managing Member
|
|
/s/ John R. Warren
|
|
John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly
|