UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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(Name
of Issuer)
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(Title
of Class of Securities)
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(CUSIP
Number)
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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(Date
of Event which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box o
The
information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act.
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CUSIP No. 37929X
107
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Page 2 of
11 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Noam
Gottesman
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2
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
-0-
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
1,314,287
shares (See Item 5)
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
180,400
shares (See Item 5)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,287
shares (See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
of outstanding shares of Common Stock4 (See Item 5)
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP No. 37929X
107
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Page
3 of 11 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Gottesman
GLG Trust
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2
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
-0-
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
61,588,542
shares (See Item 5)
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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|||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,588,542
shares (See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
of outstanding shares of Common Stock3 (See Item 5)
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14
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TYPE
OF REPORTING PERSON
OO
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CUSIP No. 37929X
107
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Page
4 of 11 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Leslie
J. Schreyer
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2
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
506,605
shares1 (See Item 5)
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
62,095,147
shares (See Item 5)
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,095,147
(See Item 5)
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12
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
of outstanding shares of Common Stock4 (See Item 5)
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 5 of 11 Pages |
Item 1.
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Security and
Issuer.
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1
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Excludes
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable, shares of Common Stock issuable
upon conversion of the Notes and includes 2,000,000, 1,800,000 and
4,738,560 shares of Common Stock issuable upon exercise of Co-Investment
Warrants, Sponsors' Warrants and Founders' Warrants, respectively, held by
Mr. Franklin. Including as outstanding shares 58,904,993 shares
of Common Stock into which all Exchangeable Shares are exchangeable, the
percentage would be 4.6%.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 6 of 11 Pages |
Item 5.
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Interest in Securities
of the Issuer.
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(i)
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Amount
beneficially owned: 1,314,287 shares (consisting of (1) 1,309,664 shares
of Common Stock and (2) Exchangeable Securities which are exchangeable for
4,623 shares of Common Stock)
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(ii)
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Percent
of class: 0.5% of outstanding shares of Common Stock1
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(iii)
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Number
of shares as to which such person
has:
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(a)
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Sole
power to vote or direct the vote:
-0-
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(b)
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Shared
power to vote or direct the vote: 174,441,433 shares (consisting of (1)
174,261,033 shares of voting stock (including Exchangeable Securities
which are exchangeable for 58,904,993 shares of Common Stock, $30 million
aggregate principal amount of the Notes which are convertible into
8,064,516 shares of
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1
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Excludes
as outstanding shares 58,900,370 shares of Common Stock into which the
Exchangeable Securities held by the Gottesman GLG Trust are exchangeable,
shares of Common Stock issuable upon conversion of the Notes and shares of
Common Stock issuable upon exercise of all warrants, including
Co-Investment Warrants, Sponsors' Warrants and Founders'
Warrants. Including as outstanding shares 58,904,993 shares of
Common Stock into which all Exchangeable Securities are exchangeable, the
percentage would be 0.4%.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 7 of 11 Pages |
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Common
Stock, 1,800,000 Sponsors’ Warrants to purchase 1,800,000 shares of Common
Stock, 2,000,000 Co-Investment Warrants to purchase 2,000,000 shares of
Common Stock and 4,738,560 Founders’ Warrants to purchase 4,738,560 shares
of Common Stock2) held by the parties to the Voting
Agreement and (2) 90,200 shares and 90,200 warrants held by certain
investment funds managed by GLG Partners LP)3 4
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(c)
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Sole
power to dispose or direct the disposition: 1,314,287 shares (consisting
of (1) 1,309,664 shares of Common Stock and (2) Exchangeable Securities
which are exchangeable for 4,623 shares of Common
Stock)
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(d)
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Shared
power to dispose or direct the disposition: 180,400 shares
(consisting of 90,200 shares and 90,200 warrants)4
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(i)
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Amount
beneficially owned: 61,588,542 shares (consisting of (1) Exchangeable
Securities which are exchangeable for 58,900,370 shares of Common Stock
and (2) $10 million aggregate principal amount of the Notes, which are
convertible into 2,688,172 shares of Common Stock, held by TOMS
International Ltd.)
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(ii)
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Percent
of class: 19.6% of outstanding shares of Common Stock5
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(iii)
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Number
of shares as to which such person
has:
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(a)
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Sole
power to vote or direct the vote:
-0-
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(b)
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Shared
power to vote or direct the vote: 174,261,033 shares
(consisting of 174,261,033 shares of voting stock (including (1)
Exchangeable Securities which are exchangeable for 58,904,993 shares of
Common Stock, (2) $30 million aggregate principal amount of the Notes,
which are convertible into 8,064,516 shares of Common Stock, (3) 1,800,000
Sponsors’ Warrants to purchase 1,800,000 shares of Common Stock, (4)
2,000,000 Co-Investment
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2
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The
Founders’ Warrants are not currently
exercisable.
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3
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The
174,261,033 shares are held by the parties to the Voting Agreement dated
as of June 22, 2007, as amended, described in Item 6. Mr.
Gottesman may be deemed to have beneficial ownership of these
shares. Mr. Gottesman disclaims beneficial ownership of these
shares, except for the 1,314,287 shares reported in (i) above and
otherwise to the extent of his pecuniary interest
therein.
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4
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The
90,200 shares and 90,200 warrants are held by certain investment funds
managed by GLG Partners LP, of which GLG Partners Limited is the general
partner. Mr. Gottesman is a managing director of GLG Partners
Limited and may be deemed to have beneficial ownership of these
shares. Mr. Gottesman disclaims beneficial ownership of these
shares.
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5
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Includes
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable and 2,688,172 shares of Common
Stock issuable upon conversion of $10 million aggregate principal amount
of the Notes held by TOMS International Ltd. and excludes shares of Common
Stock issuable upon exercise of all warrants, including Co-Investment
Warrants, Sponsors' Warrants and Founders'
Warrants.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 8 of 11 Pages |
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Warrants
to purchase 2,000,000 shares of Common Stock and (5) 4,738,560 Founders’
Warrants to purchase 4,738,560 shares of Common Stock2)
held by the parties to the Voting Agreement)6
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(c)
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Sole
power to dispose or direct the disposition: 61,588,542 shares
(consisting of (1) Exchangeable Securities which are exchangeable for
58,900,370 shares of Common Stock and (2) $10 million aggregate principal
amount of the Notes, which are convertible into 2,688,172 shares of Common
Stock, held by TOMS International
Ltd.)
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(d)
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Shared
power to dispose or direct the
disposition: -0-
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(i)
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Amount
beneficially owned: 62,095,147 shares (consisting of (1) Exchangeable
Securities which are exchangeable for 58,900,370 shares of Common Stock
held by Mr. Schreyer in his capacity as trustee of the Gottesman GLG
Trust, (2) $10 million aggregate principal amount of the Notes, which are
convertible into 2,688,172 shares of Common Stock, held by TOMS
International Ltd. and (3) 180,520 shares of Common Stock and 326,085
shares of restricted stock held by Mr. Schreyer in his individual
capacity)
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(ii)
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Percent
of class: 19.7% of outstanding shares of Common Stock7
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(iii)
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Number
of shares as to which such person
has:
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(a)
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Sole
power to vote or direct the vote: 506,605 shares (consisting of 180,520
shares of Common Stock and 326,085 shares of restricted stock held by Mr.
Schreyer in his individual
capacity)
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(b)
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Shared
power to vote or direct the vote: 174,261,033 shares
(consisting of 174,261,033 shares of voting stock (including (1)
Exchangeable Securities which are exchangeable for 58,904,993 shares of
Common Stock, (2) $30 million aggregate principal amount of the Notes,
which are convertible into 8,064,516 shares of Common Stock, (3) 1,800,000
Sponsors’ Warrants to purchase 1,800,000 shares of Common Stock, (4)
2,000,000 Co-Investment Warrants to purchase 2,000,000 shares of Common
Stock and (5)
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6
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The
174,261,033 shares are held by the parties to the Voting Agreement dated
as of June 22, 2007, as amended, described in Item 6. The
Gottesman GLG Trust may be deemed to have beneficial ownership of these
shares. The Gottesman GLG Trust disclaims beneficial ownership
of these shares, except for the 61,588,542 shares reported in (i)
above.
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7
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Includes
as outstanding shares 58,904,993 shares of Common Stock into which all
Exchangeable Securities are exchangeable and 2,688,172 shares of Common
Stock issuable upon conversion of $10 million aggregate principal amount
of the Notes held by TOMS International Ltd. and excludes shares of Common
Stock issuable upon exercise of all warrants, including Co-Investment
Warrants, Sponsors' Warrants and Founders'
Warrants.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 9 of 11 Pages |
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4,738,560
Founders’ Warrants to purchase 4,738,560 shares of Common Stock2)
held by the parties to the Voting Agreement)8
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(c)
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Sole
power to dispose or direct the disposition: 62,095,147 shares (consisting
of (1) Exchangeable Securities which are exchangeable for 58,900,370
shares of Common Stock held by Mr. Schreyer in his capacity as trustee of
the Gottesman GLG Trust, (2) $10 million aggregate principal amount of the
Notes, which are convertible into 2,688,172 shares of Common Stock, held
by TOMS International Ltd. and (3) 180,520 shares of Common Stock and
326,085 shares of restricted stock held by Mr. Schreyer in his individual
capacity)
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(d)
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Shared
power to dispose or direct the
disposition: -0-
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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8
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The
174,261,033 shares are held by the parties to the Voting Agreement dated
as of June 22, 2007, as amended, described in Item 6. Mr.
Schreyer, in his capacity as trustee of the Gottesman GLG Trust, may be
deemed to have beneficial ownership of these shares. Mr.
Schreyer, in his capacity as trustee of the Gottesman GLG Trust and in his
individual capacity, disclaims beneficial ownership of these shares,
except for the 62,095,147 shares reported in (i)
above.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 10 of 11 Pages |
Item
7.
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Material to be Filed
as Exhibits.
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Exhibit
1.
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Amendment
No. 1 and Joinder, dated as of February 12, 2010, among the Reporting
Persons, the other Voting Agreement Parties and the Company included as
Exhibit 10.1 to the Current Report on Form 8-K of the Company (File No.
001-33217) filed on February 19, 2010, is incorporated herein by
reference.
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CUSIP NO. 37929X 107 | SCHEDULE 13D | Page 11 of 11 Pages |
SIGNATURE
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Dated: February
19, 2010
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/s/ Alejandro San
Miguel
Alejandro
San Miguel
Attorney-in-fact
for Noam Gottesman
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/s/ Alejandro San
Miguel
Alejandro
San Miguel
Attorney-in-fact
for Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG
Trust
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/s/ Alejandro San
Miguel
Alejandro
San Miguel
Attorney-in-fact
for Leslie J. Schreyer
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