Statement of Ownership (sc 13g)
06 2월 2020 - 10:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.)*
Graf
Industrial Corp.
(Name
of Issuer)
Common
Stock, Par Value $.0001 Per Share
(Title
of Class of Securities)
384278206
(CUSIP
Number)
J.
Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
31, 2019
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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. 384278206
|
13G
|
Page
2 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
Lighthouse Investment Partners, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
3 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
LHP Ireland Fund Management
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ireland
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
4 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 501, a sub-trust of LMA Ireland
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ireland
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
5 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
LMAP 909, a sub-fund of LMAP Ireland ICAV
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
6 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 197 Segregated Portfolio, a segregated portfolio of LMA SPC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
7 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
8 of 14
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,668,295
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,668,295
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,668,295
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.48%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
9 of 14
|
Item
1.
The
name of the issuer is Graf Industrial Corp. (herein referred to as “Issuer”).
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
The
principal executive offices of the issuer are located at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.
Item
2.
|
(a)
|
Name
of Person Filing
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
|
i)
|
Lighthouse
Investment Partners, LLC (“Lighthouse”)
|
|
ii)
|
LHP
Ireland Fund Management Limited (“LHP Ireland”)
|
|
iii)
|
MAP
501, a sub-trust of LMA Ireland (“MAP 501”)
|
|
iv)
|
LMAP
909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”)
|
|
v)
|
MAP
197 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 197”)
|
|
vi)
|
MAP
214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”)
|
|
vii)
|
MAP
136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC (“MAP 136”)
|
This
Statement relates to the Issuer’s shares of common stock (“Shares”) directly beneficially owned by MAP 501,
LMAP 909, MAP 197, MAP 214, and MAP 136. Lighthouse serves as the investment manager of MAP 197, MAP 214, and MAP 136. LHP Ireland
serves as the alternative investment fund manager of MAP 501 and LMAP 909. Because Lighthouse and LHP Ireland may be deemed to
control MAP 197, MAP 214, MAP 136, MAP 501and LMAP 909, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially
own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares
reported herein.
|
(b)
|
Address
of the Principal Office or, if none, residence
|
The
addresses of the business offices of each of the Reporting Persons are:
3801
PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410
32
Molesworth Street, Dublin, D02 Y512, Ireland
Each
of MAP 197, MAP 214, and MAP 136 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. MAP 501
is a sub-trust of an Ireland umbrella unit trust. LMAP 909 is a sub-fund of LMAP Ireland ICAV, an umbrella Irish collective asset-management
vehicle. Lighthouse is a Delaware limited liability company. LHP Ireland is an Ireland limited company.
|
(d)
|
Title
of Class of Securities
|
The
schedule 13G statement relates to common stock, par value $.0001 per share of the Issuer (the “Stock”).
The
CUSIP number for the Stock is 384278206.
CUSIP
No. 384278206
|
13G
|
Page
10 of 14
|
|
Item 3.
|
Filing
pursuant to §240.13d-1(b)
|
If
this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
|
(a)
|
☐
Broker
or dealer registered under section 15 of the Act (15 U.S.D. 78o):
|
|
(b)
|
☐
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
Insurance
company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
|
|
(d)
|
☐
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
☑
An
investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
An
employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
A
parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
|
|
(i)
|
☐
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
A non-U.S.
institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
Group,
in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount
Beneficially Owned: As of December 31, 2018, each of the Reporting Persons may be deemed
the beneficial owner of 1,668,295 Shares.
|
|
(b)
|
Percent
of Class: As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial
owner of approximately 5.48% of Shares outstanding.
|
|
(c)
|
Number
of shares to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 1,668,295.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of 1,668,295.
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
Applicable
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of another Person.
|
Not
Applicable
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.
|
Not
Applicable
CUSIP
No. 384278206
|
13G
|
Page
11 of 14
|
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
Not
Applicable
|
Item 9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
CUSIP
No. 384278206
|
13G
|
Page
12 of 14
|
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.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
February
5, 2020
Date
LIGHTHOUSE
INVESTMENT PARTNERS, LLC
|
|
LHP
IRELAND FUND MANAGEMENT
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Authorized
Signatory
|
|
Authorized
Signatory
|
|
|
|
MAP
214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
LMAP
909, A SUB-FUND OF LMAP IRELAND ICAV
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Director
|
|
Authorized
Signatory
|
|
|
|
MAP
197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
MAP
501, A SUB-TRUST OF LMA IRELAND
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Director
|
|
Authorized
Signatory
|
|
|
|
MAP
136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
|
|
|
/s/ J.
Scott Perkins
|
|
|
Authorized
Signatory
|
|
|
|
|
|
CUSIP
No. 384278206
|
13G
|
Page
13 of 14
|
EXHBIT
INDEX
Ex.
|
|
Page
No.
|
A Joint
Filing Agreement
|
|
14
|
CUSIP
No. 384278206
|
13G
|
Page
14 of 14
|
EXHBIIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Graf Industrial Corp. dated
as of February 5, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
LIGHTHOUSE
INVESTMENT PARTNERS, LLC
|
|
LHP
IRELAND FUND MANAGEMENT
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Authorized
Signatory
|
|
Authorized
Signatory
|
|
|
|
MAP
214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
LMAP
909, A SUB-FUND OF LMAP IRELAND ICAV
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Director
|
|
Authorized
Signatory
|
|
|
|
MAP
197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
MAP
501, A SUB-TRUST OF LMA IRELAND
|
/s/ J.
Scott Perkins
|
|
/s/ J.
Scott Perkins
|
Director
|
|
Authorized
Signatory
|
|
|
|
MAP
136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
|
|
|
/s/ J.
Scott Perkins
|
|
|
Authorized
Signatory
|
|
|
Graf Industrial (NYSE:GRAF.U)
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Graf Industrial (NYSE:GRAF.U)
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