Sec Form 4 Filing - Hall George E. @ GlassBridge Enterprises, Inc. - 2017-05-17

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Hall George E.
2. Issuer Name and Ticker or Trading Symbol
GlassBridge Enterprises, Inc. [ GLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O CLINTON GROUP INC, 510 MADISON AVE., 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2017
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/17/2017 J( 1 ) 28,724 D 1,466,170 ( 2 ) I See footnotes ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hall George E.
C/O CLINTON GROUP INC, 510 MADISON AVE.
8TH FLOOR
NEW YORK, NY10022
X X See Remarks
CLINTON GROUP INC
510 MADISON AVE
8TH FL
NEW YORK, NY10022
X
Signatures
Clinton Group, Inc., By: /s/ George Hall, its President 05/19/2017
Signature of Reporting Person Date
/s/ George Hall 05/19/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pro rata distribution in kind by one of the Clinton Funds (as defined in footnote (3)) to one of its limited partners.
( 2 )In addition, on May 17, 2017, one of the Clinton Funds transferred 122,952 shares of Common Stock to Clinton Madison Investment Fund, L.P. ("CMAD").
( 3 )The securities reported herein may be deemed to be indirectly beneficially owned by Mr. George E. Hall ("Mr. Hall") through various entities, including, without limitation: (i) Madison Avenue Capital Holdings, Inc. ("MACH"), (ii) GEH Capital, Inc., which is indirectly owned by Mr. Hall, (iii) Clinton Relational Opportunity Master Fund, L.P. ("CREL"), (iv) CMAD and (v) Clinton Special Opportunities Master Fund Ltd. ("CSO" and together with MACH, GEH Capital, Inc., CREL and CMAD, the "Clinton Funds"). CGI is deemed to be the indirect beneficial owner of the securities held by CREL, CMAD and CSO by virtue of its position as investment manager of CMAD and CSO and its ownership of Clinton Union League, LLC, which serves as the investment manager of CREL. Mr. Hall serves as the Chief Executive Officer of CGI and as President of MACH.
( 4 )For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. Mr. Joseph A. DePerio ("Mr. DePerio") is an employee of CGI and serves as a member of the board of directors of the Issuer. Mr. DePerio submits his Section 16 filings independently of CGI. Each Reporting Person disclaims beneficial ownership of any and all securities beneficially owned by Mr. DePerio.

Remarks:
Because Mr. DePerio, an employee of CGI, serves as a member of the board of directors of the Issuer, each of the Reporting Persons may be deemed to be a director by deputization

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.