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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock (1) (2) | (5) | 11/12/2015(2) | J(2)(3) | 19,196,792 (2) (3) | (5) | (5) | Class A Common Stock | 19,196,792 | $ 0 | 18,767,036 (4) | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GABELLI MARIO J C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER RYE, NY 10580 |
X | X | Chairman & CEO | |
| GAMCO INVESTORS, INC. ET AL ONE CORPORATE CENTER 401 THEODORE FREMD AVENUE RYE, NY 10580 |
X | |||
| GGCP, INC. 140 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
| GGCP Holdings LLC 140 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
| /s/ Douglas R. Jamieson, Attorney-in-Fact for Mario J. Gabelli | 12/01/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Douglas R. Jamieson, President and COO of GAMCO Investors, Inc. | 12/01/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Douglas R. Jamieson, Attorney-in-Fact for GGCP, Inc. | 12/01/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Douglas R. Jamieson, Attorney-in-Fact for GGCP Holdings, LLC | 12/01/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This amendment is being filed solely to include GGCP, Inc. and GGCP Holdings, LLC as reporting persons. The reporting persons are re-reporting the transactions reported on November 16, 2015 to gain access to the to the EDGAR filing system. |
| (2) | GAMCO Investors, Inc. ("GAMCO") expects to consummate the spin-off of the Issuer on November 30, 2015 to the holders of record of its Class A Common Stock and Class B Common Stock (the "Spin-Off") as of 5:00 pm New York City time on November 12, 2015 (the "Record Date"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), GAMCO's distribution of the Issuer's Class A Common Stock and Class B Common Stock is deemed to occur on the Record Date. |
| (3) | Pursuant to the Issuer's Amended and Restated Certificate of Incorporation to be filed with the Secretary of the State of Delaware prior to the Spin-Off, the 100 outstanding shares of the Issuer's common stock held by GAMCO will be automatically reclassified into an aggregate of 6,247,452 shares of the Issuer's Class A Common Stock (the "Class A Spin-Off Shares") and 19,196,792 shares of the Issuer's Class B Common Stock (the "Class B Spin-Off Shares" and, together with the Class A Spin-Off Shares, the "Spin-Off Shares"). This reclassification will be exempt pursuant to Rule 16a-9 under the Exchange Act. On November 30, 2015, GAMCO will distribute the Spin-Off Shares by way of a pro rata dividend to GAMCO's stockholders (the "Distribution"). |
| (4) | Immediately prior to the Distribution, the Spin-Off Shares will be held directly by GAMCO. After the Distribution, GAMCO will no longer beneficially own any shares of the Issuer and consequently will no longer be subject to the requirements of Section 16 of the Exchange Act with respect to the Issuer. Mario J. Gabelli is the Chairman and CEO of GAMCO and controls a majority of GAMCO's voting power through his direct ownership of GAMCO common stock and his position as CEO, a Director and the controlling shareholder GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of the GAMCO's voting power. As a result of the Distribution, Mario J. Gabelli will beneficially own 10,000 shares of the Issuer's Class A Common Stock through GGCP, Inc., 18,423,741 shares of the Issuer's Class B Common Stock through GGCP Holdings LLC and 343,295 shares of the Issuer's Class B Common Stock directly. |
| (5) | The Class B Common Stock of the Issuer is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of the Issuer and has no expiration date. |