Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in 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).
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CUSIP No. G40357 116
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13G
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Page 1 of 11
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1
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NAMES OF
REPORTING PERSONS
Silver Rock Financial GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,250,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,250,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.8%*
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12
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TYPE OF REPORTING PERSON
OO (Delaware limited liability company)
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*
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Based on 21,562,500 Ordinary Shares outstanding as of May 16, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed May 16, 2016.
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CUSIP No. G40357 116
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13G
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Page 2 of 11
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1
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NAMES OF
REPORTING PERSONS
Silver Rock Financial LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,250,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,250,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.8%*
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12
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TYPE OF REPORTING PERSON
PN (Delaware limited partnership)
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*
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Based on 21,562,500 Ordinary Shares outstanding as of May 16, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed May 16, 2016.
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CUSIP No. G40357 116
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13G
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Page 3 of 11
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1
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NAMES OF
REPORTING PERSONS
Silver Rock Financial LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
OO (Delaware limited liability company)
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CUSIP No. G40357 116
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13G
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Page 4 of 11
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1
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NAMES OF
REPORTING PERSONS
Mounte LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
OO (Delaware limited liability company)
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CUSIP No. G40357 116
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13G
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Page 5 of 11
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1
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NAMES OF
REPORTING PERSONS
Ralph Finerman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G40357 116
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13G
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Page 6 of 11
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1
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NAMES OF
REPORTING PERSONS
Carl Meyer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,250,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,250,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.8%*
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12
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TYPE OF REPORTING PERSON
IN
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*
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Based on 21,562,500 Ordinary Shares outstanding as of May 16, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed May 16, 2016.
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Item 1.
GP Investments Acquisition Corp.
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(b)
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Address of Issuer’s Principal Executive Offices:
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150 E. 52
nd
Street, Suite 5003
New York, NY 10022
Item 2.
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(a)
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Name of Person Filing:
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This statement is filed on behalf of Silver Rock
Financial GP LLC (“SRF-GP”), Silver Rock Financial LP (“SRF-LP”), Silver Rock Financial LLC (“SRF-LLC”), Mounte LLC (“Mounte”), Ralph Finerman and Carl Meyer, each of whom is hereinafter individually referred
to as a “Reporting Person” and collectively as the “Reporting Persons.”
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(b)
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Address of Principal Business Office or, if none, Residence:
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The
business address of SRF-LLC, Mounte and Mr. Finerman is 1250 Fourth Street, Suite 550, Santa Monica, California 90401. The business address of each other Reporting Person is 2425 Olympic Blvd., Suite 4060W, Santa Monica, California 90404.
SRF-GP, SRF-LP, SRF-LLC and Mounte are organized under the
laws of the state of Delaware. Ralph Finerman and Carl Meyer each is a citizen of the United States.
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(d)
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Title of Class of Securities:
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Ordinary Shares, par value $0.0001 per
share
G40357 116
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
Page 7 of 11
Ownership (a-c)
Following an internal reorganization, all of the 1,029,500 Ordinary Shares previously held by SRF-LLC were contributed in an in-kind
distribution to Silver Rock Opportunistic Credit Fund LP, a Cayman Islands limited partnership (“Master Fund”), and SRF-LP entered into an investment management agreement with Master Fund, which provides that SRF-LP shall have the
exclusive power to vote and dispose of the Ordinary Shares held directly by Master Fund. SRF-LLC no longer has beneficial ownership of any Ordinary Shares.
Mounte holds directly 220,500 Ordinary Shares. SRF-LP has entered into an investment management agreement with Mounte, which provides
that, for a period of two years, SRF-LP shall have the exclusive power to vote and dispose of the Ordinary Shares held directly by Mounte. Mounte no longer has beneficial ownership of any Ordinary Shares.
As a result of the foregoing, SRF-LP may be deemed to be the beneficial owner of the 1,029,500 Ordinary Shares held directly by Master Fund
and the 220,500 Ordinary Shares held directly by Mounte. SRF-GP is the general partner of SRF-LP and, in such capacity, may be deemed to share beneficial ownership of all of the Ordinary Shares owned beneficially by SRF-LP.
Mr. Carl Meyer was the Chief Investment Officer of SRF-LLC and in such capacity previously reported beneficial ownership of the Ordinary
Shares held directly by each of SRF-LLC and Mounte. Mr. Meyer is the sole member of SRF-GP and as a result controls the investment activities of SRF-GP and SRF-LP, and in such capacity Mr. Meyer may be deemed to share beneficial ownership of
all of the 1,250,000 Ordinary Shares owned beneficially by SRF-GP and SRF-LP.
The 1,250,000 Ordinary Shares that may be deemed to be
beneficially owned by SRF-GP, SRF-LP and Mr. Meyer represent 5.8% of the outstanding Ordinary Shares, based upon 21,562,500 Ordinary Shares outstanding as of May 16, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed May 16,
2016.
Mr. Ralph Finerman previously served on the Investment Committee of SRF-LLC and serves as the manager of Mounte, and in such
capacities previously reported beneficial ownership of the Ordinary Shares held directly by each of SRF-LLC and Mounte. Mr. Finerman no longer has beneficial ownership of any Ordinary Shares.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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This statement is being filed to report
the fact that as of May 1, 2016, each of SRF-LLC, Mounte and Mr. Finerman has ceased to be the beneficial owner of more than 5% of the Ordinary Shares.
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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As the direct holders
of the Ordinary Shares described in this statement, Master Fund and Mounte have the right to receive the proceeds from the sale of the Ordinary Shares which they hold directly.
Page 8 of 11
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.
Page 9 of 11
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 20, 2016
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SILVER ROCK FINANCIAL GP LLC
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By:
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/s/ Michael W. Skarda
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Name:
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Michael W. Skarda
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Title:
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General Counsel
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SILVER ROCK FINANCIAL LP
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By:
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Silver Rock Financial GP LLC, its general partner
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By:
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/s/ Michael W. Skarda
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Name:
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Michael W. Skarda
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Title:
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General Counsel
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SILVER ROCK FINANCIAL LLC
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By:
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/s/ Ralph Finerman
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Name:
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Ralph Finerman
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Title:
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Manager
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MOUNTE LLC
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By:
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/s/ Ralph Finerman
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Name:
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Ralph Finerman
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Title:
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Manager
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RALPH FINERMAN
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/s/ Ralph Finerman
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CARL MEYER
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/s/ Carl Meyer
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Page 10 of 11
LIST OF EXHIBITS
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Exhibit
No.
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Description
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99
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Joint Filing Agreement.
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Page 11 of 11