Samuel D. Robinson - Oct 14, 2021 Form 4 Insider Report for GP STRATEGIES CORP (GPX)

Role: Director
Signature: James L. Galante for Samuel D. Robinson
Stock symbol: GPX
Transactions as of: Oct 14, 2021
Transactions value $: -$76,340,169
Form type: 4
Date filed: 10/18/2021, 03:21 PM
Previous filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPX	Common Stock	Disposed to Issuer	-$459K	-22K	-100%	$20.85	0	Oct 14, 2021	Direct	F1
transaction	GPX	Common Stock	Disposed to Issuer	-$75.9M	-3.64M	-100%	$20.85	0	Oct 14, 2021	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 15, 2021, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Learning Technologies Group plc, a public limited company incorporated in England and Wales ("LTG"), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG ("US Holdco"), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco ("Merger Sub"), pursuant to which each share of common stock of the Issuer was converted into the right to receive a cash payment equal to the per share merger consideration of $20.85.
F2	Sagard is the direct beneficial owner of the Shares. The amount shown represents transactions in, and beneficial ownership of, the Issuer's securities by Sagard. Sagard Capital Partners Management Corporation (Sagard Management) is the investment manager of Sagard. The Reporting Person is the President of Sagard Management and is also the President of Sagard Capital Partners GP, Inc., the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Content

On July 15, 2021, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Learning Technologies Group plc, a public limited company incorporated in England and Wales ("LTG"), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG ("US Holdco"), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco ("Merger Sub"), pursuant to which each share of common stock of the Issuer was converted into the right to receive a cash payment equal to the per share merger consideration of $20.85.

Sagard is the direct beneficial owner of the Shares. The amount shown represents transactions in, and beneficial ownership of, the Issuer's securities by Sagard. Sagard Capital Partners Management Corporation (Sagard Management) is the investment manager of Sagard. The Reporting Person is the President of Sagard Management and is also the President of Sagard Capital Partners GP, Inc., the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.