Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On February 17, 2017, GlassBridge Enterprises,
Inc. (the “Company” or “we”) filed a Certificate of Ownership and Merger (the “Certificate”)
with the Secretary of State of the State of Delaware to change its name from “Imation Corp.” to “GlassBridge
Enterprises, Inc.” (the “Name Change”). The Name Change became effective as of 5:00 p.m. Eastern Time on February
21, 2017 (the “Effective Time”). We effected the Name Change through a short-form merger under Section 253 of the General
Corporation Law of the State of Delaware, pursuant to which a subsidiary formed solely for the purpose of the Name Change was merged
with and into the Company, with the Company remaining as the surviving corporation in the merger. The merger had the effect of
amending our Restated Certificate of Incorporation to reflect our new legal name. A copy of the Certificate is attached hereto
as Exhibit 3.1 and incorporated herein by reference.
On February 17, 2017, we also filed an amendment
to our Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware
to effect the previously announced 1:10 reverse split (the “Reverse Stock Split”) of our common stock, par value $0.01
per share. Pursuant to the Amendment, effective as of the Effective Time, every ten (10) shares of the Company’s issued and
outstanding common stock or held by the Company in treasury was converted into one (1) share of common stock, without any change
in the par value per share. The Amendment also decreased the number of authorized shares of the Company’s common stock from
100,000,000 to 10,000,000.
Our common stock is expected to begin trading
on a Reverse Stock Split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on February
22, 2017. In connection with the Reverse Stock Split and the Name Change, our common stock will also begin being traded under a
new NYSE symbol, “GLA,” and a new CUSIP number, 377185 103, at such time.
No fractional shares of common stock will
be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise
hold a fractional share, a stockholder will, in lieu of the issuance of such fractional share, be entitled, upon surrender to the
exchange agent of certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive
a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $6.66, which is the average
closing price per share (as adjusted to give effect to the Reverse Stock Split) on the NYSE on the five (5) consecutive trading
days immediately preceding the date the Amendment was filed, without interest.
Wells Fargo Bank, N.A. (“Wells Fargo”),
the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split, and will provide instructions
to stockholders of record regarding the process for exchanging shares. Wells Fargo will be issuing all of the post-Reverse Stock
Split shares through their paperless Direct Registration System (“DRS”), also known as “book entry form.”
Eligible book-entry or other electronic positions representing issued and outstanding shares of the Company’s common stock
will be automatically adjusted. Stockholders who hold certificated shares will be mailed a letter of transmittal to be completed
for the exchange of all of their shares. Those stockholders holding common stock in “street name” will receive instructions
from their brokers.
The foregoing description of the Amendment
is a summary of the material terms thereof and does not purport to be complete and is qualified in its entirety by reference to
the Amendment, which is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 3.2 hereto.
On February 21, 2017, we amended our Amended
and Restated Bylaws to reflect the Name Change. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.3 and
incorporated herein by reference.
Other
than the changes described above in connection with the Name Change and the Reverse Stock Split, the Company did not make any
changes to its Restated Certificate of Incorporation or Amended and Restated Bylaws.
In connection with the Name Change, we
changed our website address to www.glassbridge.com.