UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

GameStop Corp.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

36467W109

(CUSIP Number)

 

Kurtis j. wolf

HESTIA CAPITAL MANAGEMENT, LLC

175 Brickyard Road, Suite 200

Adams Township, Pennsylvania 16046

(724) 687-7842

JOHN C. BRODERICK

Permit Capital, LLC

100 Front Street, Suite 900

West Conshohocken, Pennsylvania 19428

(610) 941-5025

 

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 11, 2019

(Date of Event Which Requires Filing of This Statement)

 

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 36467W109

  1   NAME OF REPORTING PERSON  
         
        HESTIA CAPITAL PARTNERS, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         924,100*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          924,100*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        924,100*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 *Includes 84,000 Shares underlying call options currently exercisable as further described in Item 6.

2

CUSIP No. 36467W109

  1   NAME OF REPORTING PERSON  
         
        HESTIA CAPITAL MANAGEMENT, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,323,600*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,323,600*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,323,600*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.01%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* Includes 108,000 Shares underlying call options currently exercisable as further described in Item 6.  

3

CUSIP No. 36467W109

 

  1   NAME OF REPORTING PERSON  
         
        KURTIS J. WOLF  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO, PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         20,700  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,323,600*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          20,700  
    10   SHARED DISPOSITIVE POWER  
           
          1,323,600*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,344,300*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.04%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Includes 108,000 Shares underlying call options currently exercisable as further described in Item 6.

4

CUSIP No. 36467W109

 

  1   NAME OF REPORTING PERSON  
         
        PERMIT CAPITAL ENTERPRISE FUND, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,054,036  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,054,036  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,054,036  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.63%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 36467W109

 

  1   NAME OF REPORTING PERSON  
         
        PERMIT CAPITAL, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,054,036  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,054,036  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,054,036  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.63%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

6

CUSIP No. 36467W109

 

  1   NAME OF REPORTING PERSON  
         
        PERMIT CAPITAL GP, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,054,036  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,054,036  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,054,036  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.63%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

7

CUSIP No. 36467W109

 

  1   NAME OF REPORTING PERSON  
         
        JOHN C. BRODERICK  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO, PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         546,925  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,054,036  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          546,925  
    10   SHARED DISPOSITIVE POWER  
           
          3,054,036  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,600,961  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.46%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP No. 36467W109

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned by each of Hestia Capital, Hestia LLC and Permit Enterprise were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The Shares beneficially owned by Mr. Wolf and Mr. Broderick were purchased with personal funds.

The aggregate purchase price of the 840,100 Shares beneficially owned by Hestia Capital is approximately $5,567,767, including brokerage commissions. The aggregate purchase price of the 84,000 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by Hestia Capital is approximately $17,493, including brokerage commissions. The aggregate purchase price of the 375,500 Shares held in the SMAs which are deemed to be beneficially owned by Hestia LLC is approximately $2,239,786, including brokerage commissions. The aggregate purchase price of the 24,000 Shares underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by Hestia LLC is approximately $4,895, including brokerage commissions. The aggregate purchase price of the 20,700 Shares beneficially owned by Mr. Wolf is approximately $149,845, including brokerage commissions. The aggregate purchase price of the 3,054,036 Shares beneficially owned by Permit Enterprise is approximately $30,570,677, including brokerage commissions. The aggregate purchase price of the 546,925 Shares beneficially owned by Mr. Broderick is approximately $4,370,005, including brokerage commissions.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 65,922,283 shares outstanding as of December 4, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 11, 2019.

A. Hestia Capital
(a) As of the close of business on December 13, 2019, Hestia Capital beneficially owned 924,100 Shares, including 84,000 Shares underlying call options currently exercisable.

Percentage: Approximately 1.4%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 924,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 924,100
(c) The transactions in the Shares by Hestia Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
9

CUSIP No. 36467W109

B. Hestia LLC
(a) As of the close of business on December 13, 2019, Hestia LLC beneficially owned 399,500 Shares, which are held in SMAs, including 24,000 Shares underlying call options currently exercisable. As the general partner of Hestia Capital, Hestia LLC may also be deemed the beneficial owner of the 924,100 Shares beneficially owned by Hestia Capital, including 84,000 Shares underlying call options currently exercisable.

Percentage: Approximately 2.01%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,323,600
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,323,600
(c) The transactions in the Shares by the SMAs since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C. Kurtis J. Wolf
(a) As of the close of business on December 13, 2019, Mr. Wolf beneficially owned 20,700 Shares, including 19,800 Shares held jointly with his wife and 900 Shares held in trusts for the benefit of his children, of which Mr. Wolf maintains voting and dispositive power. As the managing member of Hestia LLC, Mr. Wolf may also be deemed the beneficial owner of the (i) 924,100 Shares beneficially owned by Hestia Capital, including 84,000 Shares underlying call options currently exercisable and (ii) the 399,500 Shares held in SMAs that are beneficially owned by Hestia LLC, including 24,000 Shares underlying call options currently exercisable.

Percentage: Approximately 2.04%

(b) 1. Sole power to vote or direct vote: 20,700
2. Shared power to vote or direct vote: 1,323,600
3. Sole power to dispose or direct the disposition: 20,700
4. Shared power to dispose or direct the disposition: 1,323,600
(c) The transactions in the Shares by Mr. Wolf since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital and the SMAs since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D. Permit Enterprise
(a) As of the close of business on December 13, 2019, Permit Enterprise beneficially owned 3,054,036 Shares.

Percentage: Approximately 4.63%

10

CUSIP No. 36467W109

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
(c) The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E. Permit LLC
(a) Permit LLC, as the investment adviser of Permit Enterprise, may be deemed the beneficial owner of the 3,054,036 Shares owned by Permit Enterprise.

Percentage: Approximately 4.63%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
(c) Permit LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
F. Permit GP
(a) Permit GP, as the general partner of Permit Enterprise, may be deemed the beneficial owner of the 3,054,036 Shares owned by Permit Enterprise.

Percentage: Approximately 4.63%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
(c) Permit GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
G. John C. Broderick
(a) As of the close of business on December 13, 2019, Mr. Broderick beneficially owned 546,925 Shares, including 3,825 Shares held by his wife, of which Mr. Broderick maintains voting and dispositive power. As a partner of Permit GP, Mr. Broderick may also be deemed the beneficial owner of the 3,054,036 Shares beneficially owned by Permit Enterprise.

Percentage: Approximately 5.46%

11

CUSIP No. 36467W109

(b) 1. Sole power to vote or direct vote: 546,925
2. Shared power to vote or direct vote: 3,054,036
3. Sole power to dispose or direct the disposition: 546,925
4. Shared power to dispose or direct the disposition: 3,054,036
(c) The transactions in the Shares by Mr. Broderick since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Permit Enterprise since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

As of the close of business on December 13, 2019, the Reporting Persons collectively beneficially owned an aggregate of 4,945,261 Shares, constituting approximately 7.50% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Hestia Capital has purchased in over-the-counter market American-style call options referencing an aggregate of 84,000 Shares, which have an exercise price of $8.00 and expire on January 17, 2020, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia Capital has purchased in over-the-counter market American-style put options referencing an aggregate of 21,000 Shares, 88,000 Shares, 21,000 Shares and 4,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December 13, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia Capital has purchased in over-the-counter market American-style put options referencing an aggregate of 16,800 Shares, 210,000 Shares and 176,000 Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia Capital has sold in over-the-counter market American-style put options referencing an aggregate of 21,000 Shares, 88,000 Shares, 21,000 Shares and 4,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December 13, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia Capital has sold in over-the-counter market American-style put options referencing an aggregate of 16,800 Shares, 210,000 Shares and 176,000 Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

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CUSIP No. 36467W109

Hestia LLC has purchased in over-the-counter market American-style call options referencing an aggregate of 24,000 Shares, which have an exercise price of $8.00 and expire on January 17, 2020, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia LLC has purchased in over-the-counter market American-style put options referencing an aggregate of 6,000 Shares, 25,000 Shares, 6,000 Shares and 1,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia LLC has purchased in over-the-counter market American-style put options referencing an aggregate of 3,800 Shares, 60,000 Shares and 50,000 Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia LLC has sold in over-the-counter market American-style put options referencing an aggregate of 6,000 Shares, 25,000 Shares, 6,000 Shares and 1,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Hestia LLC has sold in over-the-counter market American-style put options referencing an aggregate of 3,800 Shares, 60,000 Shares and 50,000 Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.

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CUSIP No. 36467W109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2019

  Hestia Capital Partners, LP
   
  By: Hestia Capital Management, LLC, its General Partner
   
  By: /s/ Kurtis J. Wolf
    Name: Kurtis J. Wolf
    Title: Managing Director

 

  Hestia Capital Management, LLC
   
   
  By: /s/ Kurtis J. Wolf
    Name: Kurtis J. Wolf
    Title: Managing Member

 

  /s/ Kurtis J. Wolf
  Kurtis J. Wolf

 

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CUSIP No. 36467W109

  Permit Capital Enterprise Fund, L.P.
   
  By:

/s/ John Broderick

    Name: John Broderick
    Title: Partner

 

  Permit Capital, LLC
   
  By:

/s/ John Broderick

    Name: John Broderick
    Title: Partner

 

  Permit Capital GP, L.P.
   
  By:

/s/ John Broderick

    Name: John Broderick
    Title: Partner

 

  /s/ John Broderick
  John Broderick

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CUSIP No. 36467W109

SCHEDULE A

Transaction in the Shares Since the Filing of the Schedule 13D

 

Nature of Transaction Amount of
Securities Purchased
Price per Share ($) Date of
Purchase

 

 

Hestia capital partners, lp

 

Purchase of Common Stock 4,000 5.5650 10/30/2019
Purchase of Common Stock 8,000 5.4650 10/31/2019
Purchase of Common Stock 58,000 5.9415 11/13/2019
Purchase of December 2019 Put Option ($6.00 Strike Price)1 21,000 0.3424 12/09/2019
Purchase of December 2019 Put Option ($6.50 Strike Price)1 88,000 0.4792 12/09/2019
Purchase of December 2019 Put Option ($7.00 Strike Price)2 16,800 0.7640 12/09/2019
Purchase of December 2019 Put Option ($5.00 Strike Price)1 21,000 0.1502 12/10/2019
Purchase of December 2019 Put Option ($5.00 Strike Price)2 210,000 0.1901 12/10/2019
Purchase of December 2019 Put Option ($5.50 Strike Price)2 176,000 0.3262 12/10/2019
Purchase of January 2020 Call Option ($8.00 Strike Price)3 63,000 0.2560 12/10/2019
Purchase of December 2019 Put Option ($6.00 Strike Price)1 4,000 0.4539 12/10/2019
Sale of December 2019 Put Option ($7.00 Strike Price)4 (16,800) 1.0590 12/10/2019
Sale of December 2019 Put Option ($6.50 Strike Price)5 (88,000) 0.6928 12/10/2019
Sale of December 2019 Put Option ($5.00 Strike Price)4 (210,000) 0.0806 12/11/2019
Sale of December 2019 Put Option ($5.50 Strike Price)4 (176,000) 0.2995 12/11/2019
Sale of December 2019 Put Option ($6.00 Strike Price)5 (25,000) 0.5145 12/11/2019
Sale of December 2019 Put Option ($5.00 Strike Price)5 (21,000) 0.0476 12/11/2019
Purchase of January 2020 Call Option ($8.00 Strike Price)3 21,000 0.0649 12/11/2019

 

 

CUSIP No. 36467W109

Hestia capital Management, llc

(Through certain separately managed accounts)

 

Purchase of Common Stock 1,000 5.5595 10/30/2019
Purchase of Common Stock 2,000 5.4528 10/31/2019
Purchase of Common Stock 17,000 5.9374 11/13/2019
Purchase of Common Stock 6,000 6.3749 12/02/2019
Purchase of Common Stock 6,000 6.0729 12/03/2019
Purchase of Common Stock 12,000 6.2834 12/04/2019
Purchase of Common Stock 6,000 6.3920 12/05/2019
Purchase of Common Stock 3,000 6.5439 12/06/2019
Purchase of December 2019 Put Option ($6.00 Strike Price)1 6,000 0.3399 12/09/2019
Purchase of December 2019 Put Option ($6.50 Strike Price)1 25,000 0.4725 12/09/2019
Purchase of December 2019 Put Option ($7.00 Strike Price)2 3,800 0.7609 12/09/2019
Purchase of December 2019 Put Option ($5.00 Strike Price)1 6,000 0.1516 12/10/2019
Purchase of December 2019 Put Option ($6.00 Strike Price)1 1,000 0.4394 12/10/2019
Purchase of December 2019 Put Option ($5.00 Strike Price)2 60,000 0.1855 12/10/2019
Purchase of December 2019 Put Option ($5.50 Strike Price)2 50,000 0.3200 12/10/2019
Purchase of January 2020 Call Option ($8.00 Strike Price)3 18,000 0.2518 12/10/2019
Sale of December 2019 Put Option ($6.50 Strike Price)5 (25,000) 0.6944 12/10/2019
Sale of December 2019 Put Option ($7.00 Strike Price)4 (3,800) 1.0649 12/10/2019
Sale of December 2019 Put Option ($5.00 Strike Price)4 (60,000) 0.0833 12/11/2019
Sale of December 2019 Put Option ($5.50 Strike Price)4 (50,000) 0.3060 12/11/2019
Sale of December 2019 Put Option ($6.00 Strike Price)5 (7,000) 0.5010 12/11/2019
Sale of December 2019 Put Option ($5.00 Strike Price)5 (6,000) 0.0396 12/11/2019
Purchase of January 2020 Call Option ($8.00 Strike Price)3 6,000 0.0604 12/11/2019
Purchase of Common Stock 47,000 5.3629 12/11/2019

 

Kurtis j. wolf

 

Purchase of Common Stock 1,500 5.9843 10/18/2019
Purchase of Common Stock 300 5.5550 10/30/2019
Purchase of Common Stock 2,000 5.4542 11/21/2019

 

Permit capital enterprise fund, L.P.

 

Sale of Common Stock (2,250) 6.2800 12/10/2019
Purchase of Common Stock 2,750 5.3000 12/11/2019

 

 

CUSIP No. 36467W109

John c. broderick

 

Purchase of Common Stock 30,000 6.0000 11/25/2019
Purchase of Common Stock 16,000 5.4800 12/12/2019
Purchase of Common Stock 10,000 5.6400 12/12/2019
Purchase of Common Stock 5,000 5.6300 12/12/2019

 


1 Represents shares underlying American-style put options purchased in the over-the-counter market. These put options expired on December 13, 2019.

2 Represents shares underlying American-style put options purchased in the over-the-counter market. These put options expire on December 20, 2019.

3 Represents shares underlying American-style call options purchased in the over-the-counter market. These call options expire on January 17, 2020.

4 Represents shares underlying American-style put options sold in the over-the-counter market. These put options expire on December 20, 2019.

5 Represents shares underlying American-style put options sold in the over-the-counter market. These put options expired on December 13, 2019.

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