Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No.   1  )*

Easterly Acquisition Corp.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

27616L102

(CUSIP Number)

December 31, 2017

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

x

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. 27616L102

13G/A

Page 2 of 9 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   GFIC II LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   2,000,000 shares
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER See Row 6 above

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.7%1
12.	TYPE OF REPORTING PERSON OO

 

1

The percentages reported in this Schedule 13G are based upon 20,710,209 shares of common stock outstanding as of November 7, 2017 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 9, 2017).

 

 

CUSIP No. 27616L102

13G/A

Page 3 of 9 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Gerald Beeson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)            ¨   (b)            ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER   2,000,000 shares
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER See Row 6 above

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.7%
12.	TYPE OF REPORTING PERSON IN

 

 

CUSIP No. 27616L102

13G/A

Page 4 of 9 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Kenneth Griffin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)            ¨   (b)            ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER   2,003,100 shares
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER See Row 6 above

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.7%
12.	TYPE OF REPORTING PERSON IN; HC

 

 

CUSIP No. 27616L102

13G/A

Page 5 of 9 Pages

 

Item 1(a)

Name of Issuer

 

Easterly Acquisition Corp.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices

375 Park Avenue, 21st Floor, New York, NY 10152

 

Item 2(a)

Name of Person Filing

 

This Schedule 13G/A is being jointly filed by GFIC II LLC (“GFIC”), Mr. Gerald Beeson and Mr. Kenneth Griffin (collectively with GFIC and Mr. Beeson, the “Reporting Persons”) with respect to shares of common stock (and warrants to purchase common stock) of the above-named issuer owned by GFIC and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)

Address of Principal Business Office

 

The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c)

Citizenship

 

GFIC is organized as a limited liability company under the laws of the State of Delaware. Messrs. Beeson and Griffin are U.S. citizens.

 

Item 2(d)

Title of Class of Securities

 

Common stock, $0.0001 par value

 

Item 2(e)

CUSIP Number

 

27616L102

 

 

CUSIP No. 27616L102

13G/A

Page 6 of 9 Pages

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act;
	(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 association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

CUSIP No. 27616L102

13G/A

Page 7 of 9 Pages

 

Item 4

Ownership

 

A.

GFIC II LLC

 

(a)

GFIC may be deemed to beneficially own 2,000,000 shares of common stock.

 

(b)

The number of shares GFIC may be deemed to beneficially own constitutes approximately 9.7% of the common stock outstanding.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0

 

(ii)

shared power to vote or to direct the vote: 2,000,000

 

(iii)

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

 

(iv)

shared power to dispose or to direct the disposition of: 2,000,000

 

B.

Gerald Beeson

 

(a)

Mr. Beeson may be deemed to beneficially own 2,000,000 shares of common stock.

 

(b)

The number of shares Mr. Beeson may be deemed to beneficially own constitutes approximately 9.7% of the common stock outstanding.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0

 

(ii)

shared power to vote or to direct the vote: 2,000,000

 

(iii)

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

 

(iv)

shared power to dispose or to direct the disposition of: 2,000,000

 

 

CUSIP No. 27616L102

13G/A

Page 8 of 9 Pages

  

C.

Kenneth Griffin

 

(a)

Griffin may be deemed to beneficially own 2,003,100 shares of common stock.

 

(b)

The number of shares Griffin may be deemed to beneficially own constitutes approximately 9.7% of the common stock outstanding.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0

 

(ii)

shared power to vote or to direct the vote: 2,003,100

 

(iii)

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

 

(iv)

shared power to dispose or to direct the disposition of: 2,003,100

 

Item 5

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

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

 

See Item 2 above

 

Item 8

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9

Notice of Dissolution of Group

 

Not Applicable

 

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.

 

 

CUSIP No. 27616L102

13G/A

Page 9 of 9 Pages

  

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 14^th day of February, 2018.

 

GFIC II LLC			GERALD BEESON
By:	/s/ Gerald Beeson		By:	/s/ Gerald Beeson
	Gerald Beeson, Manager			Gerald Beeson
			KENNETH GRIFFIN
			By:	/s/ David Glockner
				David Glockner, attorney-in-fact*

*

David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on January 17, 2018, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku Inc.