Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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The following table sets forth information available to us at March 11, 2019 with respect to our common stock held by:
•
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
•
each of our executive officers and directors; and
•
all our executive officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these are not exercisable within 60 days of March 11, 2019.
Name and Address of Beneficial Owner(1)
Number of Ordinary Shares Beneficially Owned
Approximate Percentage of Class A Common Stock
Approximate Percentage of Class B Common Stock
Approximate Percentage of Common Stock(2)
GS DC Sponsor I LLC(3)
17,145,000
(4)
—
99.4
%
19.9
%
David M. Cote(3)
17,145,000
(4)
—
99.4
%
19.9
%
GS Sponsor LLC(3)(5)
17,145,000
(4)
—
99.4
%
19.9
%
Raanan A. Agus
—
—
—
*
James Albaugh
55,000
(6)
*
*
*
Roger Fradin
135,000
(7)
*
*
*
Steven Reinemund
135,000
(7)
*
*
*
Empyrean Capital Partners, LP(8)
3,500,000
5.1
%
—
4.1
%
Governors Lane LP(9)
3,870,100
5.6
%
—
4.5
%
All directors and executive officers as a group (five individuals)
17,470,000
(10)
*
100.0
%
20.3
%
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of the following entities or individuals is 200 West Street, New York, New York 10282.
(2)
The calculations assume the number of Founder Shares held by such reporting person(s) are converted into shares of Class A common stock on a one-for-one basis and no other Founder Shares are then converted.
(3)
Each of Mr. David M. Cote and GS Sponsor LLC may be deemed to beneficially own the shares held by our Sponsor by virtue of their shared control over our Sponsor. Mr. Cote’s interest in our Sponsor is held by a limited liability company owned by trusts controlled by Mr. Cote. Each of Mr. David M. Cote and his controlled affiliates and GS Sponsor LLC disclaims beneficial ownership of the shares held by our Sponsor except to the extent of their respective pecuniary interest therein.
(4)
Interests shown consist solely of Founder Shares. Such shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
(5)
GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. may be deemed to beneficially own the shares held by our Sponsor by virtue of their direct and indirect ownership, respectively, over GS Sponsor LLC. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. disclaims beneficial ownership of any such shares except to the extent of their respective pecuniary interest therein.
Interests shown consist of 35,000 Founder Shares and 20,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
(7)
Interests shown consist of 35,000 Founder Shares and 100,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
(8)
According to Amendment No. 1 to the Schedule 13G filed on February 14, 2019, each of Empyrean Capital Partners, LP and Amos Meron share voting and dispositive power over the 3,500,000 shares of Class A common stock reported, with Empyrean Capital Overseas Master Fund, Ltd. sharing voting and dispositive power over 3,348,733 of such shares of Class A common stock, which are directly held by it, and P EMP Ltd. sharing voting and dispositive power over 151,267 of shares of Class A common stock, which are directly held by it. The business address for each of the stockholders is c/o Empyrean Capital Partners, LP, 10250 Constellation Blvd, Suite 2950, Los Angeles, CA 90067.
(9)
According to Amendment No. 1 to the Schedule 13G filed on February 14, 2019, Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre share voting and dispositive power over the 3,870,100 shares reported. The business address for Governors Lane LP is 510 Madison Avenue, 11th Floor, New York, NY 10022. The business address for each of the other stockholders is c/o Governors Lane LP, 510 Madison Avenue, 11th Floor, New York, New York 10022.
(10)
Interests shown consist of 17,250,000 Founder Shares and 220,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
Our initial stockholders beneficially own approximately 20% of our issued and outstanding shares of common stock. Our initial stockholders have the right to elect all of our directors prior to our Initial Business Combination as a result of holding all of the Founder Shares. In addition, because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.
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