SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gores Holdings II, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
382867109
(CUSIP Number)
December 31, 2017
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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 Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,550,200 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,550,200 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,550,200 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.88%
12	TYPE OF REPORTING PERSON IA, OO

 

 

1	NAMES OF REPORTING PERSONS 1992 MSF International Ltd. (formerly known as Highbridge International LLC)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,550,200 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,550,200 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,550,200 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.88%
12	TYPE OF REPORTING PERSON OO

 

 

 

 

This Amendment No. 1 (this "Amendment No. 1") amends the statement on Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on January 23, 2017 (the "Original Schedule 13G"), with respect to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Gores Holdings II, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Schedule 13G. This Amendment No. 1 amends and restates Items 2(a), 2(b), 2(c), 2(e) and 4 in their entirety as set forth below.

 

Item 2(a).	NAME OF PERSON FILING:
Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).	CITIZENSHIP:
	This statement is filed by:
	(i)	Highbridge Capital Management, LLC
		40 West 57th Street, 32nd Floor
		New York, New York 10019
		Citizenship:  State of Delaware
	(ii)	1992 MSF International Ltd.
		c/o Highbridge Capital Management, LLC
		40 West 57th Street, 32nd Floor
		New York, New York 10019
		Citizenship: Cayman Islands

 

	On July 10, 2017, Highbridge International LLC changed its name to "1992 MSF International Ltd."  The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."
Item 2(e).	CUSIP NUMBER:
	382867109.
Item 4.	OWNERSHIP.
		(a)	Amount beneficially owned:

 

As of December 31, 2017, Highbridge Capital Management, LLC, as the trading manager of 1992 MSF International Ltd., may be deemed to be the beneficial owner of 3,550,200 shares of Common Stock held by 1992 MSF International Ltd.

 

(b)

Percent of class:

 

The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 40,000,000 shares of Common Stock issued and outstanding as of November 6, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 6, 2017.  Therefore, as of December 31, 2017, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 8.88% of the outstanding shares of Common Stock of the Company.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by 1992 MSF International Ltd.

 

(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
				See Item 4(a)
			(iii)	Sole power to dispose or to direct the disposition of
				0
			(iv)	Shared power to dispose or to direct
				the disposition of
				See Item 4(a)

 

 

 

SIGNATURES

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

DATED: February 14, 2018

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director
1992 MSF INTERNATIONAL LTD.
By:	Highbridge Capital
	Management, LLC
	its Trading Manager
By:	/s/ John Oliva
Name:	John Oliva
Title:	Managing Director