Amended Statement of Beneficial Ownership (sc 13d/a)
November 17 2020 - 06:04AM
Edgar (US Regulatory)
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. 3)*
GameStop
Corp.
|
(Name of
Issuer)
|
|
Class A Common
Stock, $0.001 par value per share
|
(Title of Class of
Securities)
|
|
36467W109
|
(CUSIP
Number)
|
|
Christopher P.
Davis, Esq.
Kleinberg, Kaplan,
Wolff & Cohen, P.C.
500 Fifth Avenue,
New York, New York 10110
(212)
986-6000
|
(Name, Address and
Telephone Number of Person
Authorized to
Receive Notices and Communications)
|
|
November 16,
2020
|
(Date of Event
which Requires Filing of this Statement)
|
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).
1
|
NAMES OF REPORTING
PERSONS
|
|
|
RC Ventures
LLC
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
6,500,000
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
6,500,000
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,500,000
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
9.98%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ryan Cohen
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
PF
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Canada
|
|
|
|
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
6,500,000
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
6,500,000
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,500,000
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
9.98%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
The following
constitutes Amendment No. 3 to the Schedule 13D filed by the
undersigned (the “Amendment No. 3”). This Amendment No. 3
amends the Schedule 13D as specifically set forth herein.
Item 4. |
Purpose of Transaction.
|
Item 4
of the Schedule 13D is hereby amended by adding the
following:
On
November 16, 2020, the Reporting Persons sent a letter to the Board
of Directors of the Issuer (the “Board Letter”) expressing their
views of the performance of the Issuer and urging the Issuer to
conduct a strategic review of the business and to share those
findings with stockholders. The foregoing description is qualified
in its entirety by reference to the Board Letter, a copy of which
is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Item 7. |
Material to be Filed as Exhibits.
|
Item 7 of the Schedule 13D is hereby amended by adding the
following:
|
Exhibit 99.2 |
Letter to the Board of Directors of
GameStop Inc. dated November 16, 2020, from RC Ventures LLC.
|
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: November 16, 2020
|
RC
VENTURES LLC
|
|
|
|
|
|
By:
|
/s/ Ryan
Cohen
|
|
|
Ryan Cohen, as Manager
|
|
/s/ Ryan
Cohen
|
|
RYAN COHEN
|
This regulatory filing also includes additional resources:
rc13da3-111620.pdf