Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 10:23AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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GP Investments
Acquisition Corp.
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(Name of Issuer)
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Common Shares,
par value $0.0001 per share
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(Title of Class of Securities)
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G40357116**
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(CUSIP Number)
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December
31, 2016
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 5 Pages)
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______________________________
*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 the disclosures provided in a prior cover page.
** The Common Shares have no CUSIP number.
The CINS number for the units which include Common Shares is G40357116.
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. G40357116
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13G/A
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Page
2
of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of 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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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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
IA, OO
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CUSIP No. G40357116
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13G/A
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Page
3
of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge International LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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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
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CUSIP No. G40357116
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13G/A
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Page
4
of 5 Pages
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This Amendment No. 1 (this "
Amendment No. 1
") amends
the statement on Schedule 13G filed with the Securities and Exchange Commission (the "
SEC
") on June 1, 2015 (the
"
Original Schedule 13G
" and together with this Amendment No. 1 the "
Schedule 13G
"), with respect
to the shares of Common Stock, par value $0.0001 per share (the "
Common Shares
"), of GP Investments Acquisition
Corp., a Cayman Islands exempted company (the "
Company
"). Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Schedule 13G. This Amendment No. 1 amends and restates Items 4 and 5 in their entirety as set
forth below.
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Item 4.
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OWNERSHIP
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(a) Amount
beneficially owned: As of December 31, 2016, 0.
(b) Percent
of class: As of December 31, 2016, 0%.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
ý
.
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CUSIP No. G40357116
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13G/A
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Page
5
of 5 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: February 14, 2017
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HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:
/s/ John Oliva
Name: John Oliva
Title: Managing Director
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HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By:
/s/ John Oliva
Name: John Oliva
Title: Managing Director
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