Sec Form 13G Filing - Standard Investments LLC @ Glass Houses Acquisition Corp.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Link

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ____)*


	GLASS HOUSES ACQUISITION CORP.
(Name of Issuer)

	Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)


	37714P202**
(CUSIP Number)


	March 23, 2021
(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)
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 the 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).

** The Class A Common Stock has no CUSIP number. The CUSIP number for the Units, which include the Class A Common Stock, is 37714P202.

CUSIP No. 37714P202

13G

Page 2 of 13 Pages

1.	NAME OF REPORTING PERSONS 40 NORTH MANAGEMENT LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
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 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) IA

* Based on a total of 20,000,000 Units outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2021 wherein each Unit consists of one share of the Issuer’s Class A Common Stock, $0.0001 par value per share, and one-half of one warrant.

CUSIP No. 37714P202

13G

Page 3 of 13 Pages

1.	NAME OF REPORTING PERSONS 40 NORTH LATITUDE FUND LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
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 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 37714P202

13G

Page 4 of 13 Pages

1.	NAME OF REPORTING PERSONS 40 NORTH LATITUDE MASTER FUND LTD.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   ¨ (b) x
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 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) CO

CUSIP No. 37714P202

13G

Page 5 of 13 Pages

1.	NAME OF REPORTING PERSONS 40 NORTH GP III LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
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 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 37714P202

13G

Page 6 of 13 Pages

1.	NAME OF REPORTING PERSONS DAVID S. WINTER
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person with		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 37714P202

13G

Page 7 of 13 Pages

1.	NAME OF REPORTING PERSONS DAVID J. MILLSTONE
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person with		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,500,000
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,500,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)* 7.5%
12.	TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 37714P202

13G

Page 8 of 13 Pages

Item 1(a).

Name of Issuer:

Glass Houses Acquisition Corp. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3811 Turtle Creek Boulevard, Suite 1100, Dallas, Texas 75219.

Item 2(a).

Name of Person Filing:

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

40 North Management LLC (“40 North Management”);

ii.

40 North Latitude Fund LP (“40 North Latitude Feeder”);

iii.

40 North Latitude Master Fund Ltd. (“40 North Latitude Master”);

iv.

40 North GP III LLC (“40 North GP”);

David S. Winter; and

vi.

David J. Millstone.

This statement relates to Shares (as defined in Item 2(d) below) held by 40 North Latitude Master, the “master” fund in a “master-feeder” structure in which 40 North Latitude Feeder is a “feeder” fund. The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North GP is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares, held for the account of 40 North Latitude Master. David S. Winter and David J. Millstone each serve as the sole members and principals of each of 40 North Management and 40 North GP, and as the sole directors of 40 North Latitude Master.

The agreement between the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Exchange Act is attached as Exhibit A.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 9 West 57^th Street, 47th Floor, New York, New York 10019.

Item 2(c).

Citizenship:

40 North Management is a Delaware limited liability company;

ii.

40 North Latitude Feeder is a Delaware limited partnership;

iii.

40 North Latitude Master is a Cayman Islands exempted company incorporated with limited liability;

iv.

40 North GP is a Delaware limited liability company;

CUSIP No. 37714P202

13G

Page 9 of 13 Pages

David S. Winter is a United States citizen; and

vi.

David J. Millstone is a United States citizen.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Shares”).

Item 2(e).

CUSIP Number:

The Shares have no CUSIP number. The CUSIP number for the Units, which include the Shares, is 37714P202.

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:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,500,000 Shares.

Item 4(b).

Percent of Class:

Each of the Reporting Persons may be deemed to be the beneficial owner of all of the Shares reported herein, which represent 7.5% of the Issuer’s outstanding Shares. The percentage in the immediately preceding sentence is calculated based on a total of 20,000,000 Units outstanding as of March 25, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2021 wherein each Unit consists of one Share and one-half of one warrant.

Item 4(c).

Each of the Reporting Persons may be deemed to have shared power to vote or dispose or direct the voting or disposition of all of the Shares reported herein.

CUSIP No. 37714P202

13G

Page 10 of 13 Pages

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

In addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder, or its respective subsidiaries or affiliated entities, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certifications:

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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. 37714P202

13G

Page 11 of 13 Pages

SIGNATURES

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


Date: March 30, 2021	40 NORTH MANAGEMENT LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: March 30, 2021	40 NORTH LATITUDE FUND LP

	By 40 North GP III LLC, its General Partner

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: March 30, 2021	40 NORTH LATITUDE MASTER FUND LTD.

	By:	/s/ David S. Winter
		David S. Winter
		Director

	By:	/s/ David J. Millstone
		David J. Millstone
		Director

Date: March 30, 2021	40 NORTH GP III LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: March 30, 2021	DAVID S. WINTER

	By:	/s/ David S. Winter

CUSIP No. 37714P202

13G

Page 12 of 13 Pages

Date: March 30, 2021	DAVID J. MILLSTONE

	By:	/s/ David J. Millstone

CUSIP No. 37714P202

13G

Page 13 of 13 Pages

EXHIBIT INDEX

Joint Filing Agreement by and among 40 North Management LLC, 40 North Latitude Fund LP, 40 North Latitude Master Fund Ltd., 40 North GP III LLC, David S. Winter, and David J. Millstone.

Exhibit A

AGREEMENT
JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D) reporting each of the undersigned’s ownership of securities of Glass Houses Acquisition Corp., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


Date: March 30, 2021	40 NORTH MANAGEMENT LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: March 30, 2021	40 NORTH LATITUDE FUND LP

	By 40 North GP III LLC, its General Partner

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: March 30, 2021	40 NORTH LATITUDE MASTER FUND LTD.

	By:	/s/ David S. Winter
		David S. Winter
		Director

	By:	/s/ David J. Millstone
		David J. Millstone
		Director

Date: March 30, 2021	40 NORTH GP III LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Exhibit A

Date: March 30, 2021	DAVID S. WINTER

	By:	/s/ David S. Winter

Date: March 30, 2021	DAVID J. MILLSTONE

	By:	/s/ David J. Millstone

Sec Form 13G Filing - Standard Investments LLC filing for Glass Houses Acquisition Corp. (GLHA) - 2021-03-30