United States
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
GCM Grosvenor Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
36831E108
(CUSIP Number)
December 31, 2023
(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 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 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. 36831E108 | Schedule 13G | Page 1 of 10 |
| 1 | Names of Reporting Persons
Michael Jay Sacks |
|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
United States |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
145,135,246 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
145,135,246 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
145,135,246 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
77.1% |
| 12 | Type of Reporting Person
IN |
| CUSIP No. 36831E108 | Schedule 13G | Page 2 of 10 |
| 1 | Names of Reporting Persons
Grosvenor Holdings, L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group | (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
0 |
| 6 | Shared Voting Power
134,858,026 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
134,858,026 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,858,026 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
75.8% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 36831E108 | Schedule 13G | Page 3 of 10 |
| 1 | Names of Reporting Persons
Grosvenor Holdings II, L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group | (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
3,226,977 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
3,226,977 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,226,977 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.0% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 36831E108 | Schedule 13G | Page 4 of 10 |
| 1 | Names of Reporting Persons
GCM Grosvenor Management, LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group | (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
7,050,243 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
7,050,243 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,050,243 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
14.1% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 36831E108 | Schedule 13G | Page 5 of 10 |
| 1 | Names of Reporting Persons
GCM Progress LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group | (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
90,155,396 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
90,155,396 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
90,155,396 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
67.7% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 36831E108 | Schedule 13G | Page 6 of 10 |
| 1 | Names of Reporting Persons
GCM Progress Subsidiary LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group | (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
90,155,396 |
|
| 7 | Sole Dispositive Power
0 |
|
| 8 | Shared Dispositive Power
90,155,396 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
90,155,396 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
67.7% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 36831E108 | Schedule 13G | Page 7 of 10 |
| ITEM 1. | (a) | Name of Issuer: |
| GCM Grosvenor Inc. (the “Issuer”). |
| (b) | Address of Issuer’s Principal Executive Offices: |
| 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611. |
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Michael Jay Sacks
Grosvenor Holdings, L.L.C.
Grosvenor Holdings II, L.L.C.
GCM Grosvenor Management, LLC
GCM Progress LLC
GCM Progress Subsidiary LLC
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is c/o GCM Grosvenor Inc., 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611.
| (c) | Citizenship of each Reporting Person is: |
Grosvenor Holdings, L.L.C. is organized under the laws of the state of Illinois. Grosvenor Holdings II, L.L.C., GCM Grosvenor Management, LLC, GCM Progress LLC and GCM Progress Subsidiary LLC are each organized under the laws of the state of Delaware. Michael Jay Sacks is a citizen of the United States.
| (d) | Title of Class of Securities: |
| Class A common stock, par value $0.0001 per share (“Class A Common Stock”). |
| (e) | CUSIP Number: |
| 36831E108 |
| ITEM 3. |
Not applicable.
| CUSIP No. 36831E108 | Schedule 13G | Page 8 of 10 |
| ITEM 4. | Ownership. |
| (a-c) |
The ownership information presented below represents beneficial ownership of the shares Class A Common Stock as of December 31, 2023, based upon 42,988,563 shares of Class A Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. The ownership information assumes the redemption of the common units of Grosvenor Capital Management Holdings, LLLP (“Common Units”) held by the Reporting Persons for shares of the Issuer’s Class A Common Stock on a one-to-one basis.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Michael Jay Sacks | 145,135,246 | 77.1 | % | 0 | 145,135,246 | 0 | 145,135,246 | |||||||||||||||||
| Grosvenor Holdings, L.L.C. | 134,858,026 | 75.8 | % | 0 | 134,858,026 | 0 | 134,858,026 | |||||||||||||||||
| Grosvenor Holdings II, L.L.C. | 3,226,977 | 7.0 | % | 0 | 3,226,977 | 0 | 3,226,977 | |||||||||||||||||
| GCM Grosvenor Management, LLC | 7,050,243 | 14.1 | % | 0 | 7,050,243 | 0 | 7,050,243 | |||||||||||||||||
| GCM Progress LLC | 90,155,396 | 67.7 | % | 0 | 90,155,396 | 0 | 90,155,396 | |||||||||||||||||
| GCM Progress Subsidiary LLC | 90,155,396 | 67.7 | % | 0 | 90,155,396 | 0 | 90,155,396 | |||||||||||||||||
Grosvenor Holdings II, L.L.C. is the record holder of 3,226,977 Common Units. GCM Grosvenor Management, LLC is the record holder of 7,050,243 Common Units. Grosvenor Holdings, L.L.C. is the record holder of 43,802,630 Common Units and 900,000 shares of Class A Common Stock issuable upon the exercise of warrants that are exercisable or will become exercisable within 60 days of December 31, 2023. GCM Progress Subsidiary LLC is the record holder of 90,155,396 Common Units. The Common Units may be redeemed by the Reporting Persons at any time for shares of the Issuer’s Class A Common Stock on a one-to-one basis.
Mr. Sacks is the ultimate managing member of each of Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C. and GCM Grosvenor Management, LLC. Grosvenor Holdings, L.L.C. is the sole member of GCM Progress LLC, which is the sole member of GCM Progress Subsidiary LLC. As a result, Mr. Sacks may be deemed to share beneficial ownership of the securities held by the Reporting Persons.
| 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.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 36831E108 | Schedule 13G | Page 9 of 10 |
SIGNATURE
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.
Date: February 9, 2024
| Michael Jay Sacks | ||
| /s/ Michael Jay Sacks | ||
| Grosvenor Holdings, L.L.C. | ||
| By: | /s/ Michael Jay Sacks | |
| Name: | Michael Jay Sacks | |
| Title: | Managing Member | |
| Grosvenor Holdings II, L.L.C. | ||
| By: | /s/ Michael Jay Sacks | |
| Name: | Michael Jay Sacks | |
| Title: | Managing Member | |
| GCM Grosvenor Management, LLC | ||
| By: | /s/ Michael Jay Sacks | |
| Name: | Michael Jay Sacks | |
| Title: | Managing Member | |
| GCM Progress LLC | ||
| By: | Grosvenor Holdings, L.L.C., its sole member | |
| By: | /s/ Michael Jay Sacks | |
| Name: | Michael Jay Sacks | |
| Title: | Managing Member | |
| GCM Progress Subsidiary LLC | ||
| By: | GCM Progress LLC, its sole member | |
| By: | Grosvenor Holdings, L.L.C., its sole member | |
| By: | /s/ Michael Jay Sacks | |
| Name: | Michael Jay Sacks | |
| Title: | Managing Member | |
| CUSIP No. 36831E108 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement (previously filed). |