UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Replay Acquisition Corp.
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(Name of Issuer)
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Ordinary Shares, $0.0001 par value
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(Title of Class of Securities)
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G75130107
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D1 Capital Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,500,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,500,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
PN, IA
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel Sundheim
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,500,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,500,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 4 of 7
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Item 1(a).
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Name of Issuer.
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Replay Acquisition Corp. (the "Issuer")
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Item 1(b).
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Address of Issuer's Principal Executive Offices.
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767 Fifth Avenue, 46th Floor
New York, NY 10153
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Item 2(a).
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Name of Person Filing.
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This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim (the "Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."
The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Capital
Partners Master LP (the "Investment Vehicle"). Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.
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Item 2(b).
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Address of Principal Business Office.
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D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
Daniel Sundheim
c/o D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
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Item 2(c).
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Place of Organization.
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Investment Manager – Delaware
Mr. Sundheim – United States of America
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Item 2(d).
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Title of Class of Securities.
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Ordinary Shares, $0.0001 par value (the "Ordinary Shares")
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Item 2(e).
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CUSIP Number.
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G75130107
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 5 of 7
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Item 3.
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If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
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Item 4.
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Ownership.
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 35,937,500 Ordinary Shares outstanding as of November 7, 2019, as reported in the
Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 6 of 7
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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The Investment Vehicle has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the
Ordinary Shares.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below each Reporting Person certifies that, to the best of his or its 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.
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CUSIP No. G75130107
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SCHEDULE 13G
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Page 7 of 7
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D1 CAPITAL PARTNERS L.P. | ||
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By:
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/s/ Amanda Hector | |
Name: Amanda Hector | |||
Title: General Counsel and Chief Compliance Officer | |||
/s/ Daniel Sundheim
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DANIEL SUNDHEIM
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D1 CAPITAL PARTNERS L.P. | ||
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By:
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/s/ Amanda Hector | |
Name: Amanda Hector | |||
Title: General Counsel and Chief Compliance Officer | |||
/s/ Daniel Sundheim | |||
DANIEL SUNDHEIM |