Sec Form 4 Filing - ROMAN GLG TRUST @ GLG Partners, Inc. - 2010-10-14

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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
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1. Name and Address of Reporting Person
ROMAN GLG TRUST
2. Issuer Name and Ticker or Trading Symbol
GLG Partners, Inc. [ GLG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GLG PARTNERS, INC., 399 PARK AVE., 38TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2010
(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 10/14/2010 D( 1 ) 17,988,050 ( 2 ) D $ 0 0 I By Jackson Holding Services Inc. ( 2 )
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
5.00% Dollar-Denominated Conv. Subordinated Notes Due 2014 ( 3 ) 10/14/2010 J( 4 ) 5,000,000 05/15/2009 05/15/2014 Common Stock 1,344,086 $ 5,000,000 0 I By Jackson Holding Services Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROMAN GLG TRUST
C/O GLG PARTNERS, INC.
399 PARK AVE., 38TH FLOOR
NEW YORK, NY10022
X
Robins Jeffrey A
C/O GLG PARTNERS, INC.
399 PARK AVE., 38TH FLOOR
NEW YORK, NY10022
X
Jackson Holding Services Inc.
C/O GLG PARTNERS, INC.
399 PARK AVE., 38TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust 10/18/2010
Signature of Reporting Person Date
/s/ Jeffrey A. Robins 10/18/2010
Signature of Reporting Person Date
Jackson Holding Services Inc., by Jeffrey A. Robins, President and Secretary: /s/ Jeffrey A. Robins 10/18/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Under the terms of a share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the "Share Exchange Agreement") among Man Group plc ("Man") and Messrs. Emmanuel Roman, Noam Gottesman and Pierre Lagrange, together with their related trusts and affiliated entities, two limited partnerships that held shares for the benefit of key personnel who are participants in GLG Partners, Inc.'s ("GLG") equity participation plans and the permitted transferees of such limited partnerships, these shares were exchanged for 19,527,827 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share).
( 2 )Jeffrey Robins (the "Trustee") indirectly held these securities solely in his capacity as Trustee of the Roman GLG Trust, a trust established for the benefit of Emmanuel Roman and his family (the "Trust"). The Trustee does not have any pecuniary interest in these securities. The securities had been beneficially owned indirectly by the Trust and the Trustee through Jackson Holding Services Inc., a wholly owned subsidiary of the Trust.
( 3 )Prior to the merger pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended, among Man, Escalator Sub 1 Inc. (a wholly owned subsidiary of Man) and GLG, with GLG as the surviving corporation and a wholly owned subsidiary of Man (the "Merger"), the notes were convertible at any time by the holder into shares of common stock at an initial conversion rate of 268.8172 shares of common stock per $1,000 principal amount of notes, which represents a conversion price of approximately $3.72 per share of common stock, subject to certain adjustments.
( 4 )As a result of the Merger, the conversion rights of the notes were adjusted so that from and after the Merger, the notes may only be converted into cash equal to $4.50 times the number of shares of GLG into which the notes were convertible immediately prior to the Merger, subject to certain adjustments.

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