SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Far Point Acquisition Corp [ FPAC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/26/2020 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 08/26/2020 | S(1) | 2,771,206 | D | $10.7201 | 6,716,294 | I | See footnote(2) | ||
Class A Common Stock | 08/28/2020 | J(3) | 6,716,294 | D | (3) | 0 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | 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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Explanation of Responses: |
1. On August 26, 2020, in anticipation of the closing of the transactions contemplated by the Merger Agreement (as defined below), SL Globetrotter, L.P. agreed to sell 2,771,206 shares of Class A Common Stock to investment funds managed and/or advised by Partners Group, which have invested alongside SL Globetrotter, L.P. in Global Blue Group AG since 2012, in a privately negotiated transaction. The sale described above fully settled on August 27, 2020. |
2. The securities are directly owned by SL Globetrotter, L.P., acting through SL Globetrotter GP, Ltd., which is the general partner of SL Globetrotter, L.P. Silver Lake Technology Associates III Cayman, L.P. is the sole shareholder of SL Globetrotter GP, Ltd. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of Silver Lake Technology Associates III Cayman, L.P. |
3. Pursuant to the terms of an Agreement and Plan of Merger, dated as of January 16, 2020 (the "Merger Agreement"), by and among the Issuer, SL Globetrotter, L.P., Global Blue Group Holding AG ("New Global Blue"), Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P., Global Blue Group AG, and other parties identified therein, each share of the Issuer's Class A Common Stock outstanding immediately prior to the effective time of the Merger (excluding shares of Class A Common Stock redeemed by holders of such shares pursuant to the terms of the Issuer's amended and restated certificate of incorporation) converted into the right to receive one ordinary share of New Global Blue. The transactions contemplated by the Merger Agreement closed on August 28, 2020. |
Remarks: |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd | 08/28/2020 | |
By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP III, Ltd., general partner of Silver Lake Technology Associates III Cayman, L.P. | 08/28/2020 | |
By: /s/ Joseph Osnoss, Director, SL Globetrotter GP, Ltd. | 08/28/2020 | |
By: /s/ Joseph Osnoss, Director, SL Globetrotter GP, Ltd., general partner of SL Globetrotter, L.P. | 08/28/2020 | |
** 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 4 (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. |