Edgar Filing: GLEACHER & COMPANY, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MatlinPatterson FA Acquisition LLC

2. Issuer Name and Ticker or Trading Symbol
GLEACHER & COMPANY, INC. [GLCH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MATLINPATTERSON GLOBAL ADVISERS LLC, 520 MADISON AVENUE, 35TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2014

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2014		S⁽¹⁾		1,304,393	D	$ 10.5	474,020	D ⁽²⁾ ⁽³⁾
Common Stock	06/05/2014		S⁽⁴⁾		309,374	D	$ 10.5	164,646	D ⁽²⁾ ⁽³⁾
Common Stock	06/05/2014		S⁽⁵⁾		164,646	D	$ 10.5	0	D ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MatlinPatterson FA Acquisition LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
MP Preferred Partners GP LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
MATLINPATTERSON LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
MatlinPatterson PE Holdings LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
MP II PREFERRED PARTNERS LP C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
MATLIN DAVID J C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X
PATTERSON MARK R C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE, 35TH FLOOR NEW YORK, NY 10022		X

Signatures

MATLINPATTERSON FA ACQUISITION LLC, /s/ Robert H. Weiss, Name: Robert H. Weiss, Title: Vice President		06/09/2014
^**Signature of Reporting Person		Date
MP PREFERRED PARTNERS GP LLC, /s/ Robert H. Weiss, Name: Robert H. Weiss, Title: General Counsel		06/09/2014
^**Signature of Reporting Person		Date
MATLINPATTERSON LLC, /s/ Mark R. Patterson, Name: Mark R. Patterson, Title: Member		06/09/2014
^**Signature of Reporting Person		Date
MATLINPATTERSON PE HOLDINGS LLC, /s/ Robert H. Weiss, Name: Robert H. Weiss, Title: General Counsel		06/09/2014
^**Signature of Reporting Person		Date
MP II PREFERRED PARTNERS L.P., By: MP Preferred Partners GP LLC, its general partner, /s/ Robert H. Weiss, Name: Robert H. Weiss, Title: General Counsel		06/09/2014
^**Signature of Reporting Person		Date
DAVID J. MATLIN, /s/ David J. Matlin, Name: David J. Matlin		06/09/2014
^**Signature of Reporting Person		Date
MARK R. PATTERSON, /s/ Mark R. Patterson, Name: Mark R. Patterson		06/09/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 5, 2014, MatlinPatterson FA Acquisition LLC ("MP FAA") entered into a Stock Purchase Agreement with LLSM L.P. pursuant to which MP FAA agreed to sell an aggregate of 1,304,393 shares of common stock of Gleacher & Company, Inc. (the "Issuer") at a price of $10.50 per share.
(2)	MP II Preferred Partners L.P. ("MP II Preferred Partners") holds one hundred percent (100%) of the membership interests in MP FAA. MatlinPatterson PE Holdings LLC ("MP PE Holdings") is the sole owner of MP Preferred Partners GP LLC, the general partner of MP II Preferred Partners. MatlinPatterson LLC holds one hundred percent (100%) of the equity of MP PE Holdings. Other than MP FAA, each of the foregoing reporting persons disclaims beneficial ownership of the shares reported in this Form 4, except to the extent such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. David J. Matlin & Mark R. Patterson are each a holder of 50 percent (50%) of the membership interests in MatlinPatterson LLC. David J. Matlin &
(3)	(Continued from footnote 2) Mark R. Patterson may be deemed to have shared voting and investment control over the shares of the Issuer held by MP FAA. Each of David J. Matlin & Mark R. Patterson also has an indirect pecuniary interest in such shares through each of such person's indirect interest in one or more limited partners which hold an investment interest and carried interest in MP II Preferred Partners. Each of David J. Matlin's and Mark R. Patterson's exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of MP II Preferred Partners overall and with respect to their indirect investment in the Issuer. Each of David J. Matlin & Mark R. Patterson disclaims beneficial ownership of any of the securities reported in this Form 4 except to the extent of his pecuniary interest therein.
(4)	On June 5, 2014, MP FAA entered into a Stock Purchase Agreement with HHLF L.P. pursuant to which MP FAA agreed to sell an aggregate of 309,374 shares of the Issuer's common stock at a price of $10.50 per share.
(5)	On June 5, 2014, MP FAA entered into a Stock Purchase Agreement with Permal Stone Lion Fund Ltd. pursuant to which MP FAA agreed to sell an aggregate of 164,646 shares of the Issuer's common stock at a price of $10.50 per share.

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