Francis A. Ruchalski Form 3 GlassBridge Enterprises / Francis A. Ruchalski ownership change

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^*

Ruchalski Francis A.

(Last) (First) (Middle)

C/O GLASSBRIDGE ENTERPRISES, INC.,

18 EAST 50TH STREET FL7TH

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2023

3. Issuer Name and Ticker or Trading Symbol
GlassBridge Enterprises, Inc. [ GLAE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Unit	(1)	(1)	Common Stock	468	(2)	D
Incentive Stock Option	(3)	(3)	Common Stock	166	10	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSUs") shall vest in proportion to (i) the aggregate number of Series 1 RSUs and Series 2 RSUs (as each such term is defined in the Stock Purchase Agreement dated as of September 25, 2023 by and between GlassBridge Enterprises, Inc. (the "Company") and Tacora Capital, L.P. ("Tacora")) purchased by Tacora, divided by (ii) 75,000 (in all events without duplication), but in any event in equal quarterly installments over a 4-year period beginning on September 22, 2023.

2. The RSUs may be settled solely in cash. The Awardee of each cash-settled RSU shall be entitled to receive an amount equal to the product of the excess of (i) the fair market value of one share of common stock of the Company as of the business day immediately preceding the date on which the cash-out notice is delivered to the Company minus (ii) $164.95.

3. The shares underlying the Option shall vest over a four-year period in equal quarterly installments beginning on September 22, 2023, the grant date.

	/s/ Francis Ruchalski	03/07/2024
	** 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).
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