Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*

Graf Industrial Corp.

(Name of Issuer)

Common Stock, Par Value $.0001 Per Share

(Title of Class of Securities)

384278206

(CUSIP Number)

J. Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2019

(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 disclosures provided in a prior cover page.

The information required on 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. 384278206

13G

Page 2 of 14

 

1.	NAMES OF REPORTING PERSONS Lighthouse Investment Partners, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) IA

 

 

CUSIP No. 384278206

13G

Page 3 of 14

 

1.	NAMES OF REPORTING PERSONS LHP Ireland Fund Management
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 4 of 14

 

1.	NAMES OF REPORTING PERSONS MAP 501, a sub-trust of LMA Ireland
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 5 of 14

 

1.	NAMES OF REPORTING PERSONS LMAP 909, a sub-fund of LMAP Ireland ICAV
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 6 of 14

 

1.	NAMES OF REPORTING PERSONS MAP 197 Segregated Portfolio, a segregated portfolio of LMA SPC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
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   0
		6.	SHARED VOTING POWER   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 7 of 14

 

1.	NAMES OF REPORTING PERSONS MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
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   0
		6.	SHARED VOTING POWER   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 8 of 14

 

1.	NAMES OF REPORTING PERSONS MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
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   0
		6.	SHARED VOTING POWER   1,668,295
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,668,295
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,295
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.48%
12.	TYPE OF REPORTING PERSON (see instructions) FI

 

 

CUSIP No. 384278206

13G

Page 9 of 14

 

Item 1.

(a)

Name of Issuer

 

The name of the issuer is Graf Industrial Corp. (herein referred to as “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices

 

The principal executive offices of the issuer are located at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.

Item 2.

(a)

Name of Person Filing

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

i)

Lighthouse Investment Partners, LLC (“Lighthouse”)

ii)

LHP Ireland Fund Management Limited (“LHP Ireland”)

iii)

MAP 501, a sub-trust of LMA Ireland (“MAP 501”)

iv)

LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”)

v)

MAP 197 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 197”)

vi)

MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”)

vii)

MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC (“MAP 136”)

This Statement relates to the Issuer’s shares of common stock (“Shares”) directly beneficially owned by MAP 501, LMAP 909, MAP 197, MAP 214, and MAP 136. Lighthouse serves as the investment manager of MAP 197, MAP 214, and MAP 136. LHP Ireland serves as the alternative investment fund manager of MAP 501 and LMAP 909. Because Lighthouse and LHP Ireland may be deemed to control MAP 197, MAP 214, MAP 136, MAP 501and LMAP 909, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares reported herein.

 

(b)

Address of the Principal Office or, if none, residence

 

The addresses of the business offices of each of the Reporting Persons are:

 

3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410

 

32 Molesworth Street, Dublin, D02 Y512, Ireland

 

(c)

Citizenship

 

Each of MAP 197, MAP 214, and MAP 136 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. MAP 501 is a sub-trust of an Ireland umbrella unit trust. LMAP 909 is a sub-fund of LMAP Ireland ICAV, an umbrella Irish collective asset-management vehicle. Lighthouse is a Delaware limited liability company. LHP Ireland is an Ireland limited company.

 

(d)

Title of Class of Securities

 

The schedule 13G statement relates to common stock, par value $.0001 per share of the Issuer (the “Stock”).

 

(e)

CUSIP Number

 

The CUSIP number for the Stock is 384278206.

 

CUSIP No. 384278206

13G

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Item 3.

Filing pursuant to §240.13d-1(b)

If this statement is filed pursuant to Sec. 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 (15 U.S.D. 78o):

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

☑ An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);

(h)

☐ A savings association 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 (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

 

(a)

Amount Beneficially Owned: As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 1,668,295 Shares.

 

(b)

Percent of Class: As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.48% of Shares outstanding.

 

(c)

Number of shares to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 1,668,295.

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of 1,668,295.

 

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

 

CUSIP No. 384278206

13G

Page 11 of 14

 

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable

 

 

CUSIP No. 384278206

13G

Page 12 of 14

 

 

Item 10.

Certification

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

 

February 5, 2020

Date

 

LIGHTHOUSE INVESTMENT PARTNERS, LLC		LHP IRELAND FUND MANAGEMENT
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Authorized Signatory		Authorized Signatory
MAP 214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC		LMAP 909, A SUB-FUND OF LMAP IRELAND ICAV
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Director		Authorized Signatory
MAP 197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC		MAP 501, A SUB-TRUST OF LMA IRELAND
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Director		Authorized Signatory
MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
/s/ J. Scott Perkins
Authorized Signatory

 

 

 

 

 

 

CUSIP No. 384278206

13G

Page 13 of 14

 

EXHBIT INDEX

 

Ex.		Page No.
A      Joint Filing Agreement		14

 

 

CUSIP No. 384278206

13G

Page 14 of 14

 

 

EXHBIIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Graf Industrial Corp. dated as of February 5, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

 

 

LIGHTHOUSE INVESTMENT PARTNERS, LLC		LHP IRELAND FUND MANAGEMENT
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Authorized Signatory		Authorized Signatory
MAP 214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC		LMAP 909, A SUB-FUND OF LMAP IRELAND ICAV
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Director		Authorized Signatory
MAP 197 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC		MAP 501, A SUB-TRUST OF LMA IRELAND
/s/ J. Scott Perkins		/s/ J. Scott Perkins
Director		Authorized Signatory
MAP 136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMAP SPC
/s/ J. Scott Perkins
Authorized Signatory