Sec Form 13D Filing - RC Ventures LLC filing for GameStop Corp. (GME) - 2020-09-21

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)*

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).

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.

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.

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.

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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^* Excluding transactions previously disclosed on Schedule 13D.