13G Filing: Blue Mountain Capital and Gores Holdings II, Inc (GSHT)

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CUSIP No. 382867208		13G		Page 4 of 6 Pages

Item 1.

(a)

Name of Issuer

Gores Holdings II, Inc.

(b)

Address of Issuers principal executive offices

9800 Wilshire Blvd, Beverly Hills,
California 90212

Item 2.

(a)

Name of person filing

This Amendment No. 1 (this Amendment) to
the Schedule 13G filed on January 23, 2017 is being filed on behalf of BlueMountain Capital Management, LLC (BMCM) and Blue Mountain Credit Alternatives Master Fund L.P. (BMCA) with respect to the shares of
Class A Common Stock, $0.0001 par value per share (the Common Stock), of Gores Holdings II, Inc., a Delaware corporation (the Issuer).

BMCM, which is the beneficial owner of 1,571,355 shares of Common Stock, acts as investment manager to, and exercises investment discretion
with respect to the following beneficial owners of Common Stock (each, a BlueMountain Fund):

(i)

BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 78,753 shares of Common Stock directly owned by it

(ii)

BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 84,015 shares of Common Stock directly owned by it;

(iii)

BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership, with respect to the 59,622 shares of Common Stock directly owned by it; and

(iv)

BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg, with respect to the 181,494 shares of Common Stock directly owned by it.

The filing of this statement should not
be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock owned by the BlueMountain Funds.

(b)

Address or principal business office or, if none, residence

280 Park Avenue, 12^th Floor, New York, New York 10017

(c)

Citizenship

See Row 4 of each Cover Page.

(d)

Title of class of securities

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP No.

382867208

Item 3. 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:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).