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Section 1: 3 (FORM 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Graf Acquisition LLC
2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2018
3. Issuer Name and Ticker or Trading Symbol
Graf Industrial Corp. [GRAF]
(Last)
(First)
(Middle)
C/O GRAF INDUSTRIAL CORP., 118 VINTAGE PARK BLVD, SUITE W-222
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

HOUSTON, TX 77070
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,418,750(1)
D(2)(3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graf Acquisition LLC
C/O GRAF INDUSTRIAL CORP.
118 VINTAGE PARK BLVD, SUITE W-222
HOUSTON, TX 77070
    X    
Graf James A
C/O GRAF INDUSTRIAL CORP.
118 VINTAGE PARK BLVD, SUITE W-222
HOUSTON, TX 77070
    X    
OC Opportunities Fund II, L.P.
C/O OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE, 20TH FLOOR
NEW YORK, NY 10019
    X    
Owl Creek Asset Management, L.P.
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY 10019
    X    
OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY 10019
    X    
ALTMAN JEFFREY A
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY 10019
    X    

Signatures

/s/ Joel L. Rubinstein, Attorney-in-Fact for Graf Acquisition LLC 10/15/2018
**Signature of Reporting Person Date

/s/ Joel L. Rubinstein, Attorney-in-Fact for James A. Graf 10/15/2018
**Signature of Reporting Person Date

/s/ Reuben Kopel for OC Opportunities Fund II, L.P. 10/15/2018
**Signature of Reporting Person Date

/s/ Reuben Kopel for Owl Creek Asset Management, L.P. 10/15/2018
**Signature of Reporting Person Date

/s/ Reuben Kopel for Owl Creek Advisors, LLC 10/15/2018
**Signature of Reporting Person Date

/s/ Jeffrey A. Altman 10/15/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The common stock beneficially owned by the reporting persons includes up to 843,750 shares of common stock subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Issuer's registration statement on Form S-1 (Registration No. 333-227396).
(2) The securities are held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(3) Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P.. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.
 
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer. See Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Back To Top)

Section 2: EX-24.1 (EXHIBIT 24.1)

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Daniel Nussen, Sarah Ross, Travis Cherry and Sean Toner, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of Graf Industrial Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

 

Dated: June 27, 2018

 

  GRAF ACQUISITION LLC
     
     
  By: /s/ James Graf
    Name:  James A. Graf
    Title:    Managing Member

 

 

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Section 3: EX-24.2 (EXHIBIT 24.2)

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Daniel Nussen, Sarah Ross, Travis Cherry and Veronique Laverdure, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of Graf Industrial Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

 

Dated: October 15, 2018

 

  /s/ James A. Graf
  James A. Graf

 

 

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Section 4: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Graf Acquisition LLC
   
Address of Joint Filer: c/o Graf Industrial Corp.  
  118 Vintage Park Blvd., Suite W-222
  Houston, Texas 77070
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: James A. Graf
   
Address of Joint Filer: c/o Graf Industrial Corp.  
  118 Vintage Park Blvd., Suite W-222
  Houston, Texas 77070
   
Relationship of Joint Filer to Issuer: Director; 10% Owner; Officer (Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: OC Opportunities Fund II, L.P.
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   

 

 

 

 

   
Name of Joint Filer: Owl Creek Asset Management, L.P.
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: Owl Creek Advisors, LLC
   
Address of Joint Filer: 640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   
   
Name of Joint Filer: Jeffrey A. Altman
   
Address of Joint Filer: c/o Owl Creek Advisors, LLC  
  640 Fifth Avenue, 20th Floor
  New York, NY 10019
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Graf Industrial Corp [GRAF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/15/2018
   
Designated Filer: Graf Acquisition LLC
   

 

 

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