SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/03/2019 | 3. Issuer Name and Ticker or Trading Symbol Ranpak Holdings Corp. [ PACK ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 3,891,500 | I | See Footnotes(1)(3)(4)(6) |
Class A Common Stock | 633,500 | I | See Footnotes(2)(3)(4)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (right to buy) | (5) | (5) | Class A Common Stock | 2,201,600 | 11.5 | I | See Footnotes(1)(3)(4)(6) |
Warrants (right to buy) | (5) | (5) | Class A Common Stock | 358,400 | 11.5 | I | See Footnotes(2)(3)(4)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Reflects securities of Ranpak Holdings Corp. (f.k.a. One Madison Corporation, the "Issuer") directly held by BSOF Master Fund L.P. ("BSOF"). |
2. Reflects securities of the Issuer directly held by BSOF Master Fund II L.P. ("BSOF II", and together with BSOF, the "BSOF Funds"). |
3. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Holdings I/II GP Inc. ("Holdings GP") is the general partner of each of Holdings I and Holdings II. The Blackstone Group L.P. ("Blackstone") is the controlling shareholder of Holdings GP. Blackstone Group Management L.L.C. ("Blackstone Management") is the general partner of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
4. (continued from footnote 3) Each such Reporting Person may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him and thus may be deemed to beneficially own such securities. Each of the Reporting Persons (other than BSOF I and BSOF II to the extent each directly holds securities of the Issuer), disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF I and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
5. The warrants to purchase shares of Class A Common Stock of the Issuer are exercisable 30 days after June 3, 2019 and will expire five years after June 3, 2019 or earlier upon redemption or liquidation. |
6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
Remarks: |
The Reporting Persons' aggregate percentage of beneficial ownership of Class A Common Stock of the Issuer was diluted below 10% of the outstanding shares of Class A Common Stock due to new issuances of Class A Common Stock, after which due to transactions that took place upon and due to the effect of the consummation of the business combination pursuant to a Stock Purchase Agreement by and among the Issuer, Rack Holdings L.P. ("Seller"), and Rack Holdings, Inc., a direct wholly owned subsidiary of Seller, which closed on June 3, 2019, such aggregate percentage of beneficial ownership of the Reporting Persons again exceeded 10% of the outstanding shares of Class A Common Stock. |
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP, Inc., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C, Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP Inc., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
BLACKSTONE HOLDINGS I/II GP INC., Name: /s/ Peter Koffler, Title: Authorized Person | 06/11/2019 | |
THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, Name: /s/ Stephen A. Schwarzman, Title: Chairman and Chief Executive Officer | 06/11/2019 | |
BLACKSTONE GROUP MANAGEMENT, L.L.C., Name: /s/ Stephen A. Schwarzman, Title: Chairman and Chief Executive Officer | 06/11/2019 | |
/s/ STEPHEN A. SCHWARZMAN | 06/11/2019 | |
** 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 5 (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. |