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) 01/22/2018 | 3. Issuer Name and Ticker or Trading Symbol One Madison Corp [ OMAD ] | |||||||||||||
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 Ordinary Shares | 3,440,000 | I | See Footnotes(1)(3)(4)(5) |
Class A Ordinary Shares | 560,000 | I | See Footnotes(2)(3)(4)(5) |
Class B Ordinary Shares | 451,500(6) | I | See Footnotes(1)(3)(4)(5) |
Class B Ordinary Shares | 73,500(6) | I | See Footnotes(2)(3)(4)(5) |
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 |
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 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. 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. |
5. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
6. The Class B Ordinary Shares ("Founder Shares") will be automatically converted into Class A Ordinary Shares (or Class C Ordinary Shares, at the election of the holder) on the first business day following the consummation of the Issuer's initial business combination. The Founder Shares are subject to certain transfer restrictions and an aggregate of 157,500 of the Founder Shares held by BSOF and BSOF II are subject to forfeiture if certain earnout targets are not met. |
Remarks: |
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP, Inc., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman | 01/31/2018 | |
BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 01/31/2018 | |
BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person | 01/31/2018 | |
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., Name: /s/ Peter Koffler, Title: Authorized Person | 01/31/2018 | |
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C, Name: /s/ Peter Koffler, Title: Authorized Persons | 01/31/2018 | |
BLACKSTONE HOLDINGS II L.P., By: Blackstone holdings I/II GP Inc., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman | 01/31/2018 | |
BLACKSTONE HOLDINGS I/II GP INC., Name: /s/ J. Tomilson Hill, Title: Vice Chairman | 01/31/2018 | |
THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman | 01/31/2018 | |
BLACKSTONE GROUP MANAGEMENT, L.L.C., Name: /s/ J. Tomilson Hill, Title: Vice Chairman | 01/31/2018 | |
STEPHEN A. SCHWARZMAN, Name: /s/ Stephen A. Schwarzman | 01/31/2018 | |
** 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. |