EFTA01366379.pdf

cirewnstances and insures us against our obligations to indemnify our officers, directors and director nominees. These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore. a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that thr...e provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 113 PRINCIPAL STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase of units in this offering, 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, directors and director nominees that beneficially owns shares of our common stock; 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 warrants are not exercisable within 60 days of the date of this prospectus. The post-offering ownership percentage column below, as well as the footnotes denoting pecuniary interest below, assume that the underwriters do not exercise their over-allotment option, that our sponsor forfeits 506,250 founder shares, and that there are 17,381,250 shares of our common stock issued and outstanding after this offering. Approximate Percentage of Outstanding ( Stock Number of Shares Ittnefidally Before Name and Address of Beneficial Owner (1) Owned Offering titer Offering (2) Global Partner Sponsor 1LLC (our sponsor) 3.881.2)0 It)1100 0 20.0% Paul Zepf (2) :U481,250 If III ?Q0% Andrew Cook (3) William Kerr (4) Gary DiCamillo (5) Pano Anthos (6) Jeffrey Weiss (7) All directors and executive officers as a group (6 individuals) 3,881,250 100.0% 20.0% • Less than one paeans. (1) Unless otherwise noted, the business address of each of the following entities or individuals is currently I Rockefeller Center. 10th Floor. New York New York 10020. (2) These shares icp...--nt the founder shares held by our sponsor. Paul Zepf, our Chief Executive Officer. is the sole managing member of our sponsor. Consequently. Mr. Zepf may be deemed the beneficial owner of the founder shares held by our sponsor and has sole voting and dispositive control over such securities. Mr. Zepf. through his holdings in our sponsor, has a pecuniary interest in 752,7% thunder shares; 173.914 shares are held in the Zepf 1999 Descendants' Trust. ova which Mr. Zepf does not have voting or dispositive control. Other members of our sponsor include our advisors David Chamberlain. Neel Goldman and Michael Johnston. (3) Tomahawk International Holdings Limited, an affiliate of Mr. Cook. has a pecuniary interest in 255.380 founder shares through its holdings in our sponsor. (4) Mr. Km. through his holdings in our sponsor. has a pecuniary interest in 259.308 founder shares. (5) Mr. DiCamillo. through his holdings in our sponsor. has a pecuniary interest in 145.837 founds shares. (6) Mr. Anthos, through his holdings in our sponsor. has a pecuniary interest in 67.573 founder shares. (7) Mr. Weiss, through his holdings in our sponsor. has a pecuniary interest in 135,800 founder shares. httnuwww.see.gov/Archi veg./edger/data/ 643953/00012139001500542541201582_globalpannechtmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057905 CONFIDENTIAL SONY GM_00204089 EFTA01366379