Introduction
This Amendment No. 3 to Schedule 13D (this “Statement”) relates to the beneficial ownership of Common Stock, $0.01 par value per share (the “Shares”), of GP Strategies Corporation, a Delaware corporation the (“Issuer”). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated December 30, 2009, as heretofore amended. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D. This Amendment No. 3 is being filed as a result of the death of Paul G. Desmarais on October 8, 2013.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a) – (c) and (f).
The persons filing this Schedule 13D are Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”).
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons. Sagard is principally engaged in the business of investing in securities. GP is the general partner of Sagard. Manager is the investment manager of Sagard.
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 325 Greenwich Avenue, Greenwich CT 06830.
As a result of direct and indirect securities holdings, Power Corporation of Canada (“PCC”) and The Desmarais Family Residuary Trust (the “Trust”), which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the executors and trustees of which being Jacqueline Desmarais, Paul Desmarais Jr., André Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control the Reporting Persons. Jacqueline Desmarais, Paul Desmarais Jr. and André Desmarais, as executors and trustees, determine how to vote the shares of PCC directly or indirectly held by the Trust. Exhibit A hereto identifies persons through whom the Trust may be deemed to control PCC and, in turn, Sagard. PCC, a corporation organized under the laws of Canada, is a diversified management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. The Trust was formed under the laws of Québec and has its address at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. The filing of this Statement, including the exhibits, shall not be construed as an admission that any of the control relationships enumerated herein actually exist.
The name, citizenship, occupation and principal business address of each of the directors and executive officers of GP and Manager are listed in Exhibit B and the name, citizenship, occupation and principal business address of each of the directors and executive officers of PCC and the trustees of the Trust are listed in Exhibit C hereto.
(d) – (e).
During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers, nor any of the persons listed on Exhibit A, Exhibit B or Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented with the addition of the following:
Of the 178,153 additional Shares (in addition to the 3,333,621 Shares reflected in the initial Schedule 13D and Amendment No. 1 and Amendment No. 2 thereto) reported herein as being currently beneficially owned, (i) 173,353 Shares were purchased by Sagard pursuant to the Rule 10b5-1 Purchase Plan and (ii) 4,800 Shares were transferred to Sagard by the Issuer pursuant to quarterly share grants under Issuer’s equity incentive plan, which are applicable to the service of Dan Friedberg as a director of the Issuer.
The aggregate purchase price for the additional 173,353 shares purchased by Sagard pursuant to the Rule 10b5-1 Plan and reported herein as beneficially owned by the Reporting Persons is $2,657,508.44. All Shares purchased pursuant to the Rule 10b5-1 Purchase Plan were acquired with Sagard’s working capital.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (c) are hereby amended and restated in their entirety as follows:
(a) The Shares reported herein are held directly by Sagard. As of October 10, 2013, each Reporting Person beneficially owned 3,511,774 Shares, which represented 18.4% of the outstanding Shares, based upon 19,107,453 Shares outstanding on July 26, 2013, as reflected in the Issuer’s Form 10-Q filed August 1, 2013.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of October 10, 2013.
| (b) | Sole power to vote or direct the vote: 0 |
Shared power to vote or direct the vote: 3,511,774
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,511,774
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
| (c) | The following transactions have been effected by Sagard over the last 60 days: |
