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    SEC Form SC 13G/A filed by GameStop Corporation (Amendment)

    2/14/22 1:51:52 PM ET
    $GME
    Electronics Distribution
    Consumer Discretionary
    Get the next $GME alert in real time by email
    SC 13G/A 1 tm225754d8_sc13ga.htm SC 13G/A

     

     

     

    CUSIP No: 36467W109

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    SCHEDULE 13G

     

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO § 240.13d-2.

     

    (Amendment No. 1)*

     

    GameStop Corp.

    (Name of Issuer)

     

    Class A Common Stock, $0.001 par value per share

    (Title of Class of Securities)

     

    36467W109

    (CUSIP Number)

     

    December 31, 2021

    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    x 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 the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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: 36467W109

     

    (1) Names of Reporting Persons
    G1 Execution Services, 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
    Illinois
       
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    4,751 (1)
     
    (6) Shared Voting Power
    3,056,239 (1)
     
    (7) Sole Dispositive Power
    4,751 (1)
     
    (8) Shared Dispositive Power
    3,056,239 (1)

     

    (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    3,056,239 (1)
     
    (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
    (11) Percent of Class Represented by Amount in Row (9)
    4.0%
     
    (12) Type of Reporting Person (See Instructions)
    BD, OO
             

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 36467W109

     

    (1) Names of Reporting Persons
    Susquehanna Fundamental Investments, 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
    7,200 (1)
     
    (6) Shared Voting Power
    3,056,239 (1)
     
    (7) Sole Dispositive Power
    7,200 (1)
     
    (8) Shared Dispositive Power
    3,056,239 (1)

     

    (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    3,056,239 (1)
     
    (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
    (11) Percent of Class Represented by Amount in Row (9)
    4.0%
     
    (12) Type of Reporting Person (See Instructions)
    OO
             

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 36467W109

     

    (1) Names of Reporting Persons
    Susquehanna Investment Group
     
    (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
    Pennsylvania
       
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    16,601 (1)
     
    (6) Shared Voting Power
    3,056,239 (1)
     
    (7) Sole Dispositive Power
    16,601 (1)
     
    (8) Shared Dispositive Power
    3,056,239 (1)

     

    (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    3,056,239 (1)
     
    (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
    (11) Percent of Class Represented by Amount in Row (9)
    4.0%
     
    (12) Type of Reporting Person (See Instructions)
    BD, PN
             

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 36467W109

     

    (1) Names of Reporting Persons
    Susquehanna Securities, 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
    3,027,687 (1)
     
    (6) Shared Voting Power
    3,056,239 (1)
     
    (7) Sole Dispositive Power
    3,027,687 (1)
     
    (8) Shared Dispositive Power
    3,056,239 (1)

     

    (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    3,056,239 (1)
     
    (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
    (11) Percent of Class Represented by Amount in Row (9)
    4.0%
     
    (12) Type of Reporting Person (See Instructions)
    BD, OO
             

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 36467W109

     

    Item 1.
      (a)

    Name of Issuer

     

    GameStop Corp. (the “Company”)

      (b)

    Address of Issuer’s Principal Executive Offices

     

    625 Westport Parkway, Grapevine, Texas 76051

     
    Item 2(a).  

    Name of Person Filing

     

    This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of Class A Common Stock, $0.001 par value per share, of the Company (the “Shares”).

     

        (i) G1 Execution Services, LLC
        (ii) Susquehanna Fundamental Investments, LLC
        (iii) Susquehanna Investment Group
        (iv) Susquehanna Securities, LLC

     

    Item 2(b).  

    Address of Principal Business Office or, if none, Residence

     

    The address of the principal business office of G1 Execution Services, LLC is:

     

    175 W. Jackson Blvd.

    Suite 1700

    Chicago, IL 60604

     

    The address of the principal business office of each of Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is:

     

    401 E. City Avenue

    Suite 220

    Bala Cynwyd, PA 19004

    Item 2(c).   Citizenship
    Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
    Item 2(d).   Title of Class of Securities
    Class A Common stock, $0.001 par value per share
    Item 2(e)  

    CUSIP Number

    36467W109

     

     

     

     

    CUSIP No: 36467W109

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       
      (a) x Broker or dealer registered under section 15 of the Act (15 U.S.C. 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 §240.13d-1(b)(1)(ii)(E);
           
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) ¨ A parent holding company or control person in accordance with §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 § 240.13d–1(b)(1)(ii)(J);
           
      (k) ¨ Group, in accordance with rule 13d–1(b)(1)(ii)(K).
           
          If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                                

     

    Item 4. Ownership
    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

    The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     

    The number of Shares reported as beneficially owned by Susquehanna Investment Group includes options to buy 7,300 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 2,957,000 Shares.

     

    The Company’s Quarterly Report on Form 10-Q, filed on December 8, 2021, indicates that there were 76,350,781 Shares outstanding as of December 1, 2021.

     
    Item 5. Ownership of Five Percent or Less of a Class
    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:   x
     
    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 or Control Person
    Not applicable.

     

     

     

     

    CUSIP No: 36467W109

     

    Item 8. Identification and Classification of Members of the Group
    Not applicable.
     
    Item 9. Notice of Dissolution of Group
    Not applicable.

     

    Item 10. Certification
    By signing below each of the undersigned certifies that, to the best of its 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.

     

     

     

     

    CUSIP No: 36467W109

     

    SIGNATURE

     

    After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

     

    Dated: February 11, 2022

     

    G1 Execution Services, LLC   SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Secretary   Title: Assistant Secretary
         
    SUSQUEHANNA INVESTMENT GROUP   SUSQUEHANNA SECURITIES, LLC
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: General Counsel   Title: Secretary

     

     

     

     

    CUSIP No: 36467W109

     

    EXHIBIT INDEX

     

    EXHIBIT   DESCRIPTION
    I   Joint Filing Agreement

     

     

     

     

    CUSIP No: 36467W109

     

    Exhibit i

     

    JOINT FILING AGREEMENT

     

    This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock of GameStop Corp., $0.001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     

    Dated: February 11, 2022

     

    G1 Execution Services, LLC   SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Secretary   Title: Assistant Secretary
         
    SUSQUEHANNA INVESTMENT GROUP   SUSQUEHANNA SECURITIES, LLC
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: General Counsel   Title: Secretary

     

     

     

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