AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (Amendment No. 1) amends and supplements the Tender Offer Statement on Schedule TO originally filed by GameStop
Corp., a Delaware corporation (the Company), on June 11, 2019 (the Schedule TO) in connection with the Companys offer to purchase 12,000,000 of its issued and outstanding shares of Class A Common Stock, par
value $0.001 per share (the Shares), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price not greater than $6.00 per Share and not less than $5.20 per Share, to the tendering stockholder in cash,
less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 11, 2019 (the Offer to Purchase).
As disclosed in the Schedule TO, the employment agreement between the Company and Frank M. Hamlin, the Companys Executive Vice President and Chief
Customer Officer, provides for the award to Mr. Hamlin on June 14, 2019 of a number of restricted Shares determined by dividing $1,000,000 by the average closing price of the Shares for the five trading days immediately preceding
June 14, 2019 (consisting of 50% time-vested restricted Shares and 50% performance-based Shares) and these Shares will replace the 28,950 time-vested restricted Shares previously awarded to Mr. Hamlin. In accordance with the
employment agreement, on June 14, 2019, the Company issued to Mr. Hamlin 182,616 restricted Shares in replacement of the 28,950 time-vested restricted Shares previously awarded to him. This Amendment No. 1 is being filed to
reflect the cancellation and
re-issuance
of Shares to Mr. Hamlin.
This Amendment No. 1 is also being
filed to incorporate by reference the Companys Amendment No. 1 to Quarterly Report on Form
10-Q
for the period ended May 4, 2019 filed on June 12, 2019.
Only those items amended and supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the
Schedule TO remains unchanged, and this Amendment No. 1 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, and the
related Letter of Transmittal.
ITEM 5.
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Past Contacts, Transactions, Negotiations and Agreements
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Item 5 is hereby amended and supplemented as follows:
The table set forth under the heading Recent Securities Transactions set forth in Section 11 (Interests of Directors and Executive
Officers; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is hereby amended and supplemented:
(a) by modifying footnote 5 to the table to read as follows:
(5) Represents time-vested restricted Shares.
and
(b) by adding the following transactions:
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Name of Reporting Person
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Date of
Transaction
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Nature of
Transaction
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Number of
Shares
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Disposition
or
Grant
Price as
Applicable
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Frank M. Hamlin
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June 14, 2019
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Cancellation of
previously
granted restricted
Share award
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28,950
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$
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0.00
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(7)
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Frank M. Hamlin
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June 14, 2019
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Grant of Shares
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182,616
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$
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0.00
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(8)
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(7)
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On June 14, 2019, these Shares were cancelled and replaced in accordance with the Companys
employment agreement with Mr. Hamlin to issue to him a replacement grant of a number of restricted Shares (consisting of 50% time-vested restricted Shares and 50% performance-based Shares) determined by dividing $1,000,000 by the average
closing price of the Shares for the five trading days immediately preceding June 14, 2019. See footnote 8.
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(8)
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Represents 91,308 time-vested restricted Shares and 91,308 performance-based restricted Shares.
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