UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
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GameStop
Corp.
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(Name of
Issuer)
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Class A
Common Stock, $0.001 par value per share
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(Title
of Class of Securities)
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36467W109
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(CUSIP
Number)
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Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500
Fifth Avenue, New York, New York 10110
(212)
986-6000
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(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 21, 2020
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(Date of
Event which Requires Filing of this Statement)
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If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*
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).
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1
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NAMES OF
REPORTING PERSONS
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RC
Ventures LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
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0
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8
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SHARED
VOTING POWER
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6,500,000
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9
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SOLE
DISPOSITIVE POWER
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0
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10
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SHARED
DISPOSITIVE POWER
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6,500,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,500,000
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12
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.98%
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14
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF
REPORTING PERSONS
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Ryan
Cohen
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
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0
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8
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SHARED
VOTING POWER
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6,500,000
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9
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SOLE
DISPOSITIVE POWER
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0
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10
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SHARED
DISPOSITIVE POWER
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6,500,00
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,500,000
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12
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.98%
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14
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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The
following constitutes Amendment No. 2 to the Schedule 13D filed by
the undersigned (the “Amendment No. 2”). This Amendment No. 2
amends the Schedule 13D as specifically set forth herein.
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Item 3. |
Source and Amount of Funds or Other
Consideration.
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Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
All of the Shares to which this
Schedule 13D relates were purchased on behalf of the Reporting
Persons using the working capital or personal funds of the
respective Reporting Person. The aggregate amount of funds
used for the purchase of the securities reported herein was
approximately $38,896,391.01,
excluding commissions.
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Item 4. |
Purpose of Transaction.
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Item
4 of the Schedule 13D is
hereby amended by adding the following:
During September 2020, the Reporting Persons have had conversations
and communications with senior management and several members of
the Board of Directors of the Issuer concerning the Reporting
Person’s views of the Company. During these conversations, the
Reporting Persons expressed their willingness to become more
involved in the Company under certain circumstances that the
Reporting Persons believe are likely to produce the best results
for all shareholders.
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Item 5. |
Interest in Securities of the
Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) – (b) The
aggregate percentage of Common Stock reported owned by the
Reporting Persons is based upon 65,161,610 shares of Common Stock
outstanding as of September 2, 2020, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, filed with the Securities Exchange
Commission on September 9, 2020.
As of the date hereof, RC Ventures beneficially owned 6,500,000
Shares, constituting approximately 9.98% of the outstanding Common
Stock. By virtue of his relationship with RC Ventures
discussed in further detail in Item 2, Mr. Cohen may be deemed to
beneficially own the Shares owned directly by RC Ventures. RC
Ventures and Mr. Cohen have shared voting and dispositive power
over the Shares directly held by RC Ventures.
(c) Except
as set forth on Schedule 1 hereto, the Reporting Persons
have not entered into any transactions in the Common Stock during
the past sixty days
(d) No
Person other than the Reporting Persons have the right to receive
or the power to direct the receipt of distributions or dividends
from, or the proceeds from the transfer of, the reported
securities.
(e) Not
applicable.
SIGNATURE
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.
Dated:
September 21, 2020
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RC
VENTURES LLC
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By:
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/s/ Ryan
Cohen
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Ryan Cohen, as
Manager
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/s/ Ryan
Cohen
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RYAN
COHEN
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