UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Global Defense & National Security Systems, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
37953N108
(CUSIP Number)
December 31, 2014
(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)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 37953N108 | 13G | Page 2 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista Strategies LLC | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
IA |
CUSIP No. 37953N108 | 13G | Page 3 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista GP, LLC | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
OO |
CUSIP No. 37953N108 | 13G | Page 4 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista GP Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 5 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista GP II Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 6 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista GP III Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 7 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista I Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
194,958 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
194,958 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 8 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista II Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
209,796 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
209,796 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 9 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista III, Ltd. | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
3 | Sec Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
53,544 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
53,544 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
CO |
CUSIP No. 37953N108 | 13G | Page 10 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista V Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
28,811 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
28,811 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 11 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista VI Limited Partnership | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
11,003 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
11,003 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 12 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista Liquid Multi-Asset Fund Moderate (Cayman) Ltd. | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
3 | Sec Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
15,520 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
15,520 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
CO |
CUSIP No. 37953N108 | 13G | Page 13 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista 1.5 (Offshore) Ltd. | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
3 | Sec Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
23,861 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
23,861 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
CO |
CUSIP No. 37953N108 | 13G | Page 14 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
HighVista 1.5 (U.S.) LP | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
29,523 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
29,523 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 37953N108 | 13G | Page 15 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
XL Re Ltd | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
3 | Sec Use Only
| |||||
4 | Citizenship or Place of Organization
Bermuda | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
32,984 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
32,984 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
CO |
CUSIP No. 37953N108 | 13G | Page 16 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
Brian H. Chu | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
IN |
CUSIP No. 37953N108 | 13G | Page 17 of 34 Pages | ||
CUSIP No. 37953N108 | SCHEDULE 13G |
1 | Names of Reporting Persons
André F. Perold | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ¨ (b) x | |||||
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
600,000 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
600,000 | |||||
8 | Shared Dispositive Power
| |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 | |||||
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)
6.23% | |||||
12 | Type of Reporting Person (See Instructions)
IN |
CUSIP No. 37953N108 | 13G | Page 18 of 34 Pages |
Item 1.
(a) | Name of Issuer: |
Global Defense & National Security Systems, Inc. (the Issuer)
(b) | Address of Issuers Principal Executive Offices: |
11921 Freedom Drive, Suite 550, Two Fountain Square, Reston Virginia 20190
Item 2.
(a) | Name of Person Filing: |
This statement is being filed by the following persons with respect to the shares of common stock (Common Stock) of the Issuer directly owned by HighVista I Limited Partnership (HighVista I), HighVista II Limited Partnership (HighVista II), HighVista III, Ltd. (HighVista III), HighVista V Limited Partnership (HighVista V), HighVista Liquid Multi-Asset Fund Moderate (Cayman) Ltd. (HighVista Liquid Multi-Asset Fund), HighVista 1.5 (Offshore) Ltd. (HighVista 1.5 Offshore Fund and, together with HighVista I, HighVista II, HighVista III, HighVista V and HighVista Liquid Multi-Asset Fund, the Funds), HighVista VI Limited Partnership (HighVista VI), HighVista 1.5 (U.S.) LP (HighVista 1.5 U.S. Fund) and XL Re Ltd (XL Ltd and, together with the Funds, High Vista 1.5 U.S. Fund and HighVista VI, the Direct Holders):
i. | HighVista Strategies LLC, a Delaware limited liability company (HighVista Strategies) and investment manager to the Direct Holders; |
ii. | HighVista GP Limited Partnership, a Delaware limited partnership (HighVista GP) and general partner of the Funds; |
iii. | HighVista GP II Limited Partnership, a Delaware limited partnership (HighVista GP II) and general partner of HighVista VI; |
iv. | HighVista GP III Limited Partnership, a Delaware limited partnership (HighVista GP III) and general partner of HighVista 1.5 U.S. Fund; |
v. | HighVista GP, LLC, a Delaware limited liability company (HighVista LLC) and the general partner of HighVista GP, HighVista GP II and HighVista GP III; |
vi. | HighVista I, a Delaware limited partnership; |
vii. | HighVista II, a Delaware limited partnership; |
viii. | HighVista III, a Cayman Islands company; |
ix. | HighVista V, a Delaware limited partnership; |
x. | HighVista VI, a Delaware limited partnership; |
xi. | HighVista 1.5 Offshore Fund, a Cayman Islands company; |
xii. | HighVista 1.5 U.S. Fund, a Delaware limited partnership; |
xiii. | HighVista Liquid Multi-Asset Fund, a Cayman Islands company; |
xiv. | XL Ltd, a Bermuda company; |
xv. | Brian H. Chu, a manager of HighVista LLC and a manager of HighVista Strategies; and |
xvi. | André F. Perold, a manager of HighVista LLC and a manager of HighVista Strategies. |
CUSIP No. 37953N108 | 13G | Page 19 of 34 Pages |
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) | Address of Principal Business Office or, if None, Residence: |
For HighVista Strategies, HighVista GP, HighVista GP II, HighVista GP III, HighVista LLC, HighVista I, HighVista II, HighVista V, HighVista VI and HighVista 1.5 U.S. Fund:
John Hancock Tower, 50th Floor
200 Clarendon Street
Boston, MA 02116
For HighVista III, HighVista Liquid Multi-Asset Fund and HighVista 1.5 Offshore Fund:
Codan Trust Company (Cayman) Limited
Century Yard, Cricket Square
Hutchins Drive
P.O. Box 2681 GT, George Town,
Grand Cayman, British West Indies
For XL Ltd:
One Bermudiana Road
Hamilton HM08
Bermuda
(c) | Citizenship: |
HighVista Strategies Delaware
HighVista GP Delaware
HighVista GP II Delaware
HighVista GP III Delaware
HighVista LLC Delaware
HighVista I Delaware
HighVista II Delaware
HighVista III Cayman Islands
HighVista V Delaware
HighVista VI Delaware
HighVista Liquid Multi-Asset Fund Cayman Islands
HighVista 1.5 Offshore Fund Cayman Islands
HighVista 1.5 U.S. Fund Delaware
XL Ltd Bermuda
Brian H. Chu United States
André F. Perold United States
(d) | Title and Class of Securities: |
Common Stock, $0.0001 par value per share (the Common Stock)
CUSIP No. 37953N108 | 13G | Page 20 of 34 Pages |
(e) | CUSIP No.: 37953N108 |
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) | ¨ | Broker or dealer registered under Section 15 of the Act; | ||
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | ||
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
(e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings associations 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; | ||
(j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. | Ownership |
For HighVista Strategies, HighVista GP, HighVista GP II, HighVista GP III, HighVista LLC, Mr. Chu and Mr. Perold:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
600,000
CUSIP No. 37953N108 | 13G | Page 21 of 34 Pages |
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
600,000
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista I:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
194,958
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
194,958
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista II:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
209,796
CUSIP No. 37953N108 | 13G | Page 22 of 34 Pages |
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
209,796
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista III:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
53,544
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
53,544
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista V:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
CUSIP No. 37953N108 | 13G | Page 23 of 34 Pages |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
28,811
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
28,811
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista VI:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
11,003
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
11,003
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista Liquid Multi-Asset Fund:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
CUSIP No. 37953N108 | 13G | Page 24 of 34 Pages |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
15,520
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
15,520
(iv) | Shared power to dispose or to direct the disposition of: |
0
For HighVista 1.5 Offshore Fund:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
23,861
(v) | Shared power to vote or to direct the vote: |
0
(vi) | Sole power to dispose or to direct the disposition of: |
23,861
(vii) | Shared power to dispose or to direct the disposition of: |
0
For HighVista 1.5 U.S. Fund:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
CUSIP No. 37953N108 | 13G | Page 25 of 34 Pages |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
29,523
(viii) | Shared power to vote or to direct the vote: |
0
(ix) | Sole power to dispose or to direct the disposition of: |
29,523
(x) | Shared power to dispose or to direct the disposition of: |
0
For XL Ltd:
(a) | Amount Beneficially Owned: |
600,000 shares of Common Stock
(b) | Percent of Class: |
6.23%
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
32,984
(ii) | Shared power to vote or to direct the vote: |
0
(iii) | Sole power to dispose or to direct the disposition of: |
32,984
(iv) | Shared power to dispose or to direct the disposition of: |
0
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
CUSIP No. 37953N108 | 13G | Page 26 of 34 Pages |
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.
Item 8. | Identification and classification of members of the group. |
See Exhibit 2.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certifications. |
(a) Not applicable.
CUSIP No. 37953N108 | 13G | Page 27 of 34 Pages |
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.
Dated: February 17, 2015
HIGHVISTA STRATEGIES, LLC | ||
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA GP, LLC | ||
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA GP LIMITED PARTNERSHIP | ||
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA GP II LIMITED PARTNERSHIP | ||
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA GP III LIMITED PARTNERSHIP | ||
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA I LIMITED PARTNERSHIP | ||
By: | HighVista GP Limited Partnership | |
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA II LIMITED PARTNERSHIP | ||
By: | HighVista GP Limited Partnership | |
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager |
CUSIP No. 37953N108 | 13G | Page 28 of 34 Pages |
HIGHVISTA III, LTD. | ||
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Director | ||
HIGHVISTA V LIMITED PARTNERSHIP | ||
By: | HighVista GP Limited Partnership | |
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA VI LIMITED PARTNERSHIP | ||
By: | HighVista GP II Limited Partnership | |
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Manager | ||
HIGHVISTA LIQUID MULTI-ASSET FUND MODERATE (CAYMAN), LTD. | ||
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Director | ||
HIGHVISTA 1.5 (OFFSHORE) LTD. | ||
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Director | ||
HIGHVISTA 1.5 (U.S.) LP | ||
By: | HighVista GP III Limited Partnership | |
By: | HighVista GP, LLC | |
By: | /s/ Brian H. Chu | |
Name: Brian H. Chu | ||
Title: Director |
CUSIP No. 37953N108 | 13G | Page 29 of 34 Pages |
XL RE LTD | ||
By: | /s/ Mark Twite | |
Name: Mark Twite | ||
Title: Chief Financial Officer and Senior Vice President | ||
/s/ Brian H. Chu | ||
Brian H. Chu | ||
/s/ André F. Perold | ||
André F. Perold |
CUSIP No. 37953N108 | 13G | Page 30 of 34 Pages |
Exhibit 1
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
Exhibit 2
Item 8 Information