UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No. 2

 

 

GAMESTOP CORP.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

36467W109

(CUSIP Number)

December 31, 2016

(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)

☐ 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 disclosure 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, as amended (“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).

 

 

 

 

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CUSIP No. 36467W109		Page 2 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   American International Group, Inc. I.R.S. Identification No. 13-2592361
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       200,353
				7.		Sole dispositive power       0
				8.		Shared dispositive power       200,353
9.		Aggregate amount beneficially owned by each reporting person       200,353
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.2%
12.		Type of reporting person       HC

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CUSIP No. 36467W109		Page 3 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   SAFG Retirement Services, Inc. I.R.S. Identification No. 95-4715639
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       200,353
				7.		Sole dispositive power       0
				8.		Shared dispositive power       200,353
9.		Aggregate amount beneficially owned by each reporting person       200,353
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.2%
12.		Type of reporting person       HC

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CUSIP No. 36467W109		Page 4 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   AIG Life Holdings, Inc. I.R.S. Identification No. 74-0483432
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       200,353
				7.		Sole dispositive power       0
				8.		Shared dispositive power       200,353
9.		Aggregate amount beneficially owned by each reporting person       200,353
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.2%
12.		Type of reporting person       HC

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CUSIP No. 36467W109		Page 5 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   AGC Life Insurance Company I.R.S. Identification No. 76-0030921
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Organized under the laws of the State of Missouri
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       200,353
				7.		Sole dispositive power       0
				8.		Shared dispositive power       200,353
9.		Aggregate amount beneficially owned by each reporting person       200,353
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.2%
12.		Type of reporting person       IC

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CUSIP No. 36467W109		Page 6 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   American General Life Insurance Company I.R.S. Identification No. 25-0598210
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       6,762
				7.		Sole dispositive power       0
				8.		Shared dispositive power       6,762
9.		Aggregate amount beneficially owned by each reporting person       6,762
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.0%
12.		Type of reporting person       IC

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CUSIP No. 36467W109		Page 7 of 14

 

1.		Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   SunAmerica Asset Management, LLC I.R.S. Identification No. 46-4348192
2.		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3.		SEC use only
4.		Citizenship or place of organization       Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power       0
				6.		Shared voting power       6,762
				7.		Sole dispositive power       0
				8.		Shared dispositive power       6,762
9.		Aggregate amount beneficially owned by each reporting person       6,762
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ☐
11.		Percent of class represented by amount in Row (9)       0.0%
12.		Type of reporting person       IA

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ITEM 1 (a).

NAME OF ISSUER:

GameStop Corp.

 

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

625 Westport Parkway

Grapevine, TX 76051

 

ITEM 2 (a).

NAME OF PERSON(S) FILING:

American International Group, Inc.

SAFG Retirement Services, Inc.

AIG Life Holdings, Inc.

AGC Life Insurance Company

American General Life Insurance Company

SunAmerica Asset Management, LLC

 

ITEM 2 (b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):

American International Group, Inc.

175 Water Street

New York, NY 10038

SAFG Retirement Services, Inc.

1999 Avenue of the Stars

1 SunAmerica Center

Los Angeles, CA 90067

AIG Life Holdings, Inc.

2929 Allen Parkway

Houston, TX 77019

AGC Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

SunAmerica Asset Management, LLC

Harbor Side Financial Center

3200 Plaza 5

Jersey City, NJ 07311

 

ITEM 2 (c).

CITIZENSHIP:

The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.

 

ITEM 2 (d).

TITLE OF CLASS OF SECURITIES:

Class A Common Stock, $0.001 par value per share

 

ITEM 2 (e).

CUSIP NUMBER:

36467W109

 

Page 8 of 14

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ITEM 3.

TYPE OF PERSONS FILING:

American International Group, Inc.:

 

(g)

Parent Holding Company or Control Person, in accordance with Rule 13d-1(b) (ii) (G) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”)

SAFG Retirement Services, Inc.:

 

(g)

Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act

AIG Life Holdings, Inc.:

 

(g)

Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act

AGC Life Insurance Company:

 

(c)

Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act

American General Life Insurance Company:

 

(c)

Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act

SunAmerica Asset Management, LLC:

 

(e)

Investment Adviser, in accordance with Rule 13d-1(b)(ii)(E) promulgated under the Act

 

ITEM 4.

OWNERSHIP.

(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Clients of the reporting persons may have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities which are the subject of this filing.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

 

Page 9 of 14

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ITEM 10.

CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such purpose or effect.

 

Page 10 of 14

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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.

Date: February 10, 2017

 

 

Page 11 of 14

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EXHIBIT INDEX

 

Exhibit 1		Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company
Exhibit 2		Agreement of Joint Filing

 

Page 12 of 14

Exhibit 1

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

American International Group, Inc. — Subsidiary Information

SAFG Retirement Services, Inc.:

Parent Holding Company or Control Person pursuant to Rule 13d-1(b)(ii)(G)

Category Symbol:            HC

AIG Life Holdings, Inc.:

Parent Holding Company or Control Person pursuant to Rule 13d-1(b)(ii)(G)

Category Symbol:            HC

AGC Life Insurance Company:

Insurance Company pursuant to Rule 13d-1(b)(ii)(C)

Category Symbol:            IC

American General Life Insurance Company:

Insurance Company pursuant to Rule 13d-1(b)(ii)(C)

Category Symbol:            IC

SunAmerica Asset Management, LLC:

Investment Adviser pursuant to Rule 13d-1(b)(ii)(E)

Category Symbol:            IA

The Variable Annuity Life Insurance Company:

Investment Adviser pursuant to Rule 13d-1(b)(ii)(E)

Category Symbol:            IA

 

Page 13 of 14

Exhibit 2

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Class A Common Stock, $0.001 par value per share, of GameStop Corp. and that this Agreement may be included as an Exhibit to such filing.

Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.

Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 10, 2017.

 

 

Page 14 of 14