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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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GameStop Corp. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
36467W109 (CUSIP Number) |
RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 36467W109 |
| 1 |
Name of reporting person
Cohen Ryan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,847,842.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 36467W109 |
| 1 |
Name of reporting person
RC Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
GameStop Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
625 WESTPORT PARKWAY, GRAPEVINE,
TEXAS
, 76051. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended to add the following:Upon the internal transfer of Shares from RC Ventures, an entity holding Mr. Cohen's personal investments and of which Mr. Cohen serves as the Manager and is the sole party with a pecuniary interest, to Mr. Cohen, as further described in Item 5(c) below, RC Ventures no longer beneficially owned any Shares. Accordingly, RC Ventures shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 10 to the Schedule 13D. Mr. Cohen will continue filing statements on Schedule 13D with respect to his beneficial ownership of securities of the Issuer to the extent required by applicable law. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:The Shares beneficially owned by Mr. Cohen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 36,847,842 Shares beneficially owned by Mr. Cohen is approximately $96,076,057, excluding brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:The aggregate percentage of Shares reported owned by each person named herein is based upon 446,800,365 Shares outstanding as of December 4, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 10, 2024.As of the date hereof, Mr. Cohen directly beneficially owned 36,847,842 Shares, constituting approximately 8.2% of the Shares outstanding.As of the date hereof, RC Ventures beneficially owned 0 Shares, constituting 0% of the Shares outstanding. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:Mr. Cohen has the sole power to vote and dispose of the Shares he directly beneficially owns. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:Except as otherwise set forth herein, there have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. On January 27, 2025, RC Ventures, an entity holding Mr. Cohen's personal investments and of which Mr. Cohen serves as the Manager and is the sole party with a pecuniary interest, transferred the 36,847,842 Shares it directly beneficially owned to Mr. Cohen. Such internal transfer constituted a change in form of beneficial ownership from indirect to direct for Mr. Cohen. Mr. Cohen remains the sole party with an economic interest in the securities reported herein. |
| 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.
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