UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



|(Mark One) |  |                                                                                     
|---------- |  | ------------------------------------------------------------------------------------
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|           |  | For the fiscal year ended December 31, 2016                                         

or

| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------
|  |  | For the transition period from to                                                       



Commission file number: 1-14310

____________________________







GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                                                                  |  | 41-1838504                                  
|--------------------------------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization)                                    |  | (I.R.S. Employer
        Identification No.)
|                                                                                                          |  |                                             
|1099 Helmo Ave. N., Suite 250
        Oakdale, Minnesota
        (Address of principal executive offices) |  | 55128
        (Zip Code)                    



(651) 704-4000

(Registrant’s telephone number, including
area code)

________________________________________________



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class          |  | Name of each exchange on which registered                                  
|---------------------------- |  | ---------------------------------------------------------------------------
|                             |  |                                                                            
|Common Stock, $.01 per share |  | New York Stock Exchange, Inc.;
        Chicago Stock Exchange, Incorporated

________________________________________________



Securities registered pursuant to Section
12(g) of the Act:None

________________________________________________



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈
Noþ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈
Noþ



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yesþ
No ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yesþ
No ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.þ



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one).



|Large accelerated filer |  ̈ |                                               | Accelerated filer         |  ̈
|----------------------- | - | --------------------------------------------- | ------------------------- | -
|Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting company) | Smaller reporting company | x
|                        |   |                                               | Emerging growth company   |  ̈



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈
Noþ



Aggregate market value of voting and non-voting
stock of the registrant held by non-affiliates of the registrant, based on the closing price of $12.50 as reported on the New York
Stock Exchange on June 30, 2016, was $43.1 million.



The number of shares outstanding of the
registrant’s common stock on April 26, 2017 was 4,991,137.



DOCUMENTS INCORPORATED BY REFERENCE

None.











EXPLANATORY NOTE



GlassBridge Enterprises, Inc. (“GlassBridge”)
is filing this Amendment No. 1 to Annual Report on Form 10-K (this “Amendment”) to amend the Annual Report on Form
10-K for the fiscal year ended December 31, 2016 (File Number 001-14310) (the “Form 10-K”) as filed by GlassBridge
with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2017. The principal purpose of this Amendment
is to include in Part III the information that was to be incorporated by reference from the proxy statement for GlassBridge’s
2017 Annual Meeting of Stockholders. This Amendment hereby amends the cover page and Parts III and IV of the Form 10-K. In addition,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by GlassBridge’s principal
executive officer and principal financial officer are filed as exhibits to this Amendment.



This Amendment does not modify or update
the other disclosures presented in the Form 10-K. Except as expressly provided herein, this Amendment does not reflect events occurring
after the filing of the original Form 10-K (i.e., those events occurring after March 24, 2017) or modify or update those disclosures
that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-K and GlassBridge’s
other filings with the SEC.

















GLASSBRIDGE ENTERPRISES, INC.

2016 ANNUAL REPORT ON FORM 10-K/A (Amendment
No. 1)

TABLE OF CONTENTS



|         |                                                                                                | Page
|-------- | ---------------------------------------------------------------------------------------------- | ----
|PART III
|ITEM 10  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 3   
|ITEM 11  | EXECUTIVE COMPENSATION                                                                         | 6   
|ITEM 12  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 10  
|ITEM 13  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 12  
|ITEM 14  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         | 15  
|        
|PART IV 
|ITEM 15  | EXHIBITS                                                                                       | 16  
|         | SIGNATURES                                                                                     | 22  



BASIS OF PRESENTATION



As used in this document, the terms “GlassBridge”,
“the Company”, “we”, “us”, and “our” mean GlassBridge Enterprises, Inc. and its
subsidiaries and consolidated entities unless the context indicates otherwise.















PART
III

Item 10. Directors, Executive Officers and Corporate Governance.



BOARD OF DIRECTORS



Our Board of Directors is currently composed
of six directors divided into three classes. The members of each class are generally elected to serve three-year terms with the
term of office of each class ending in successive years.



|Class I Directors Continuing in Office Until the 2018
        Annual General Meeting
|------------------------------------------------------------------------------------
|Joseph A. De Perio                                                                  
|Robert G. Torricelli                                                                



|Class II Directors Continuing in Office Until the 2019
        Annual General Meeting
|-------------------------------------------------------------------------------------
|Robert Searing                                                                       
|Alex Spiro                                                                           





3









|Class III Directors Continuing in Office Until the 2017
        Annual General Meeting
|--------------------------------------------------------------------------------------
|Tracy McKibben                                                                        
|Donald H. Putnam                                                                      



OUR EXECUTIVE OFFICERS



The following table provides information
regarding our executive officers as of May 1, 2017, 2017.



|Officer            |  | Age |  | Position                                                    
|------------------ |  | --- |  | ------------------------------------------------------------
|Joseph A. De Perio |  | 38  |  | Chairman                                                    
|Danny Zheng        |  | 47  |  | Interim Chief Executive Officer; Chief
    Financial Officer
|Daniel A. Strauss  |  | 32  |  | Chief Operating Officer                                     
|Tavis Morello      |  | 34  |  | General Counsel and Corporate Secretary                     



Joseph A. De Perio’s biographical
information is set forth above under the heading “Board of Directors.”



Danny Zheng, age 47, was appointed as our
Interim Chief Executive Officer on February 2, 2017 and as our Chief Financial Officer on April 26, 2016. Mr. Zheng joined the
Company in 2008 to lead the Company’s Electronic Products segment. In 2011 he was appointed as Corporate Treasurer. In 2014,
Mr. Zheng was appointed Vice President, Corporate Controller. Prior to Mr. Zheng’s employment with the Company, he served as Chief
Financial Officer and Interim CEO of The Singing Machine Company (OTCQB: SMDM), a consumer electronics company. Mr. Zheng is a
Certified Public Accountant, received his bachelor’s degree in Accounting from Nankai University in Tianjin, China and holds
a Masters of Business Administration from the Wharton School of Business at the University of Pennsylvania.



4









Daniel A. Strauss, age 32, was appointed
as our Chief Operating Officer on March 2, 2017. Mr. Strauss has been a Portfolio Manager at Clinton Relational Opportunity Master
Fund, L.P. (“Clinton”) since 2010. Mr. Strauss has over ten years of experience in corporate finance as a portfolio
manager and investment analyst in private and public equity through which he has developed a deep understanding of corporate finance
and strategic planning activities. At Clinton, Mr. Strauss is responsible for evaluating and executing private equity transactions
across a range of industries. Post-investment, Mr. Strauss is responsible for the ongoing management and oversight of Clinton’s
portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co. as a member of the firm’s private equity
and special situations area. Mr. Strauss was previously with Houlihan Lokey, where he focused on mergers and acquisitions from
2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from August 2011 until
December 2015 and Community Financial Shares, Inc. (OTC: CFIS) from December 2012 until its sale to Wintrust Financial Corporation
in July 2015.



Tavis Morello, age 34, was appointed as
our General Counsel and Corporate Secretary on September 12, 2016. Mr. Morello was previously senior counsel at SUPERVALU INC.
(NYSE: SVU) (“SUPERVALUE”), a grocery company supplying and servicing thousands of owned, licensed, franchised and
independently owned grocery stores across the United States from January 2014 to September 2016.  At SUPERVALU, Mr. Morello
provided the legal support for corporate development, treasury, corporate governance and securities functions.  Prior to serving
as in-house counsel for SUPERVALU, Mr. Morello was in private practice in the corporate and securities group in the Boston office
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  Mr. Morello holds a JD from Boston College Law School, a BS in economics,
business and public policy from the Wharton School of Business at the University of Pennsylvania, and a BA in political science
from the University of Pennsylvania.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers
to file reports of ownership and changes in ownership of our common stock with the SEC. We are required to identify any of those
individuals who did not file such reports on a timely basis. We believe that during 2016 all of our directors and executive officers
complied with their Section 16(a) filing requirements, except for the following: a late Form 4 was filed on July 7, 2016 on behalf
of Alex Spiro reporting the acquisition of common stock on June 30, 2016; a late Form 4 was filed on October 11, 2016 on behalf
of Alex Spiro reporting the acquisition of common stock on October 6, 2016; and a late Form 4 was filed on December 2, 2016 behalf
of Joseph A. De Perio reporting the acquisition of shares of common stock on November 29, 2016.



CODE OF ETHICS



We adopted a code of ethics that
applies to our principal executive officer, principal financial officer, principal accounting officer or controller or
persons performing similar functions, and all of our other employees. Our code of ethics is part of our broader Business
Conduct Policy, which is posted on the investor relations section of our website at www.glassbridge.com under the
“Corporate Governance” section. If we make any amendments to our code of ethics other than technical,
administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of
the code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer
or controller or persons performing similar functions requiring disclosure under applicable SEC rules or rules of the New
York Stock Exchange (“NYSE”), we intend to disclose the nature of such amendment or waiver on our website. The
information on our website is not incorporated by reference into this Annual Report on Form 10-K.



5









Item 11. Executive Compensation.



Compensation of Named
Executive Officers



We are a “smaller reporting company”
as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and Item 10 of
Regulation S-K. Accordingly, and in accordance with relevant SEC rules and guidance, we have elected, with respect to the disclosures
required by Item 402 of Regulation S-K, to comply with the disclosure requirements applicable to smaller reporting companies.



Summary Compensation Table for 2016



The table below shows compensation for the
last two fiscal years for our named executive officers for 2016.









|Name
    and Principal Position                                                                                                                                             |  | Year |      |  | Salary ($) |  |         | Bonus ($)(1) |  |  | Stock
    
Awards($)(2) |  |  | Options
    
Awards ($)(3) |           |  | Non-EquityIncentivePlanCompensation($)(4) |  |   | Non-QualifiedDeferredCompensationEarnings($)(5) |  |  | All
    OtherCompensation
    ($)(6) |  |  | Total
    ($)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---- |  | ---------- |  | ------- | ------------ |  |  | ----------------------- |  |  | -------------------------- | --------- |  | ----------------------------------------- |  | - | ----------------------------------------------- |  |  | ------------------------------------ |  |  | -------------
|Danny
                                         Zheng Interim
                                                              Chief Executive Officer; Chief Financial Officer |  |      | 2016 |  |            |  | 265,469 |              |  |  | 240,000                 |  |  |                            | 0         |  |                                           |  | 0 |                                                 |  |  | 149,625                              |  |  |              
|Tavis
                                         J. Morello General
                                         Counsel and Corporate Secretary                                  |  |      | 2016 |  |            |  | 70,769  |              |  |  | 0                       |  |  |                            | 53,000    |  |                                           |  | 0 |                                                 |  |  | 20,795                               |  |  |              
|Geoff
                                         S. Barrall Former Chief
                                                                   Technology Officer                |  |      | 2016 |  |            |  | 602,308 |              |  |  | 25,066                  |  |  |                            | 0         |  |                                           |  | 0 |                                                 |  |  | 0                                    |  |  |              
|Robert
                                         B. Fernander Former
Interim Chief Executive Officer                                                                         |  |      | 2016 |  |            |  | 602,308 |              |  |  | 0                       |  |  |                            | 0         |  |                                           |  | 0 |                                                 |  |  | 0                                    |  |  |              
|                                                                                                                                                                            |  |      | 2015 |  |            |  | 129,231 |              |  |  | 0                       |  |  |                            | 1,165,220 |  |                                           |  | 0 |                                                 |  |  | 0                                    |  |  |              





|(1) | This column represents additional bonus types paid.  For Mr. Zheng, the amount reflects retention payments.                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | In accordance with Finance Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), we chose the grant date fair value of the restricted stock as equivalent to the closing stock price on the date of grant. The stock awards for 2016 include  the entire 2016 performance-based restricted stock award.                              
|(3) | In accordance with FASB ASC Topic 718, we chose the Black-Scholes option pricing model to estimate the grant date fair value of the options set forth in this table. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price.
|(4) | The amounts shown for are for the portion of
    the 2016 ABP earned by Mssrs. Zheng and Morello and the cash portions of the 2014 performance cash awards earned in
    2016.                                                                                                                                                                                                                                   
|(5) | The amounts in this column represent changes
    in pension value. There are no non-qualified deferred compensation earnings for any of the named executive officers. The 2016
    present value of our pension plans was calculated using the assumptions described in the Pension Benefits Table. See “Compensation
    Under Retirement Plans.”                                                               
|(6) | The items for 2016 that make up the amounts
    in this column are described in the “Supplemental All Other Compensation Table” below.                                                                                                                                                                                                                                                                           



6







Supplemental All Other Compensation Table for 2016



|Name                |  | Perks andOtherPersonalBenefits($)(1) |  | TaxReimbursements($) |  | RegistrantContributionsto 401(k) andNon-QualifiedPension Plans($) |  | SeverancePayment($)
|------------------- |  | ------------------------------------ |  | -------------------- |  | ----------------------------------------------------------------- |  | -------------------
|Danny Zheng         |  | 60,613                               |  | 0                    |  | 0                                                                 |  | 0                  
|Tavis J. Morello    |  | 0                                    |  | 0                    |  | 0                                                                 |  | 0                  
|Geoff S. Barrall    |  | 0                                    |  | 0                    |  | 0                                                                 |  | 0                  
|Robert B. Fernander |  | 7,998                                |  | 0                    |  | 0                                                                 |  | 0                  










|(1) | These amounts represent the perquisite allowance for the named executive officers. The amount for Mr. Zheng represents payments, taxable relocation allowance and cell phone allowances.  The amount for Mr. Fernander represent his business and cell phone allowances and the imputed cost of benefits
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at Fiscal Year-End



The following table
summarizes the total outstanding equity awards as of December 31, 2016 for each of the named executive officers in the Summary
Compensation Table.





|                   | Option Awards                                                      |                                                                      |                          | Stock Awards          
|------------------ | ------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------ | ----------------------
|Name               | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price($) | Option Expiration Date
|Danny Zheng        | 335 (2)                                                            |                                                                      | 57.90                    | 05/01/2022            
|                   | 395 (2)                                                            |                                                                      | 96.50                    | 05/03/2021            
|                   | 162 (2)                                                            |                                                                      | 106.10                   | 05/04/2020            
|                   | 106 (2)                                                            |                                                                      | 101.90                   | 05/05/2019            
|                   |                                                                    |                                                                      |                          |                       
|Tavis Morello      |                                                                    |                                                                      |                          |                       
|Geoff Barrall      | 10,000 (2)                                                         | 20,000                                                               | 14.00                    | 12/07/2025            
|                   |                                                                    |                                                                      |                          |                       
|Robert B Fernander |                                                                    |                                                                      |                          |                       














|(1) | The market value is based on the closing price of our common stock on the NYSE at December 30, 2016 (the last business day of the year) of $8.20 (as adjusted for the Company’s 1:10 reverse stock split effected on February 21, 2017 (the “Reverse Stock Split”)).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These options have been adjusted to reflect the Reverse Stock Split.                                                                                                                                                                                                

|(3) | Adjusted to reflect the Reverse Stock Split.
|--- | --------------------------------------------



Compensation Under Retirement Plans





|Name        | Plan Name                  | Number of Years Credited Service (1)(#) | Present Value of Accumulated Benefit (2)($) | Payments During Last Fiscal Year($)
|----------- | -------------------------- | --------------------------------------- | ------------------------------------------- | -----------------------------------
|Danny Zheng | Pension Plan               | 2                                       | 22,964                                      | 0                                  
|            | Non-Qualified Pension Plan | 8                                       | 1,024                                       | 0                                  












| | (1) | The credited service reported in this table does not impact the amount of benefits owed to the named executive under the Non-Qualified
Pension Plan (because benefits under that plan are not calculated based on credited service) but it does show the vesting service
the named executive has earned under the Pension Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The present value was calculated using the following assumptions: a discount rate of 4.00%; an interest crediting rate of 3.00%;
the years to age 65 for the named executive officer as follows: 17.8333. Benefits under the Non-Qualified Pension Plan are based
on performance-based discretionary contributions made on or after December 31, 2011 under the 401(k) Plan that they did not receive
under the 401(k) Plan because of the compensation limit under section 401(a)(17) of the Code.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7







Compensation Under Severance Plans



|Name               | Base Salary ($) (1) | Accrued Unused PTO ($) | Annual
    Bonus ($) (2) | Total ($)
|------------------ | ------------------- | ---------------------- | ------------------------ | ---------
|Danny Zheng        | 130,000             | 28,036                 | 121,500                  | 279,536  
|Tavis Morello      | 115,000             | 5,443                  | 20,795                   | 141,238  
|Geoff Barrall      | 600,000             | 69,235                 |                          | 600,000  
|Robert B Fernander | 600,000             | 42,695                 |                          | 600,000  










|(1) | This amount represents the amount of salary due to the named executive officer upon termination not for cause or by executive for good reason per their individual employment agreements.             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | This amount represent the amount of accrued
    annual bonus that would be due to the named executive officer if terminated not for cause or by executive for good reason as
    of December 31, 2016.



In the past several
years we made changes to our retirement plans to reduce our overall expenses and the risks associated with the volatility of defined
benefit pension plan expenses and to more closely align our retirement benefit design with that of our peer companies.



Our Retirement Investment Plan (the “401(k)
Plan”), a tax-qualified defined contribution pension plan under the Internal Revenue Code, covers our eligible domestic employees.
Eligible employees may enroll in the 401(k) Plan after joining GlassBridge and may contribute up to 60% of eligible earnings on
a pre-tax basis, up to a maximum amount determined each year by the IRS. In 2016, the IRS limit was $18,000, plus an additional
$6,000 for employees who have attained age 50.



Under the 401(k) Plan, the “safe harbor”
matching contribution formula is 100% of the employee’s contributions up to 5% of the employee’s eligible earnings.
The maximum matching contribution per employee for 2016 was $13,250; no matching contributions were made in the fiscal year ending
December 31, 2016. Matching contributions deposited in the 401(k) Plan’s trust by December 31, 2014 were made in the form
of the Company’s stock (which the participant may elect to immediately transfer to other investment funds available under
the 401(k) Plan) and are immediately vested. All matching contributions deposited in the 401(k) Plan’s trust after December
31, 2014 are made in cash. The 401(k) Plan also allows GlassBridge to make an annual performance-based discretionary contribution
on behalf of eligible employees. For 2016, management and the Committee decided that due to the state of flux of GlassBridge, a
performance based element would not be put in place for 2016.



Our Cash Balance Pension Plan, a tax-qualified
defined benefit pension plan under the Internal Revenue Code (the “Pension Plan”), was “frozen” as to new
participants effective December 31, 2009; this means no employees hired or rehired after December 31, 2009 are eligible to participate
in the Pension Plan. In addition, the Pension Plan was later amended to “freeze” the benefits of participants in the
Pension Plan effective December 31, 2010. This means no participants in the Pension Plan will receive credit for new benefit accruals
(referred to as “pay credits” under the Pension Plan) after December 31, 2010; their accrued benefits as December 31,
2010 will continue to receive annual interest credits (equal to the average yield on 30-year U.S. Treasury Bonds for November of
the previous year) until they receive a distribution. For the 2016 Pension Plan year, the interest-crediting rate was 3.03%. Effective
December 31, 2010, we also “froze” the additional benefits that had been provided each year under our Pension Plan
to certain eligible former 3M Company employees who had accrued additional benefits in our Pension Plan since our spin-off in 1996.



Employees who participate in the Pension
Plan may begin receiving payment of their vested accrued benefit after they terminate employment. The accrued benefit becomes vested
when a current employee attains age 65 or has completed three years of vesting service under the Pension Plan. Payment of the vested
accrued benefit may be in a lump sum or as a monthly pension having an equivalent actuarial value based on conversion factors established
under the Pension Plan. Participants who elect to receive payment of their accrued benefit before they attain age 65 will receive
a reduced benefit based on factors under the Pension Plan.



The Internal Revenue Code and IRS rules
impose certain limitations on the amount of benefits that may be provided under tax qualified retirement plans, such as our 401(k)
Plan and Pension Plan. These limits, among other things, cap the amount of compensation that may be considered under the 401(k)
Plan and Pension Plan (this limit under section 401(a)(17) of the Code was $265,000 in 2016). Our Non-Qualified Pension Plan provides
retirement benefits for certain eligible employees affected by these limits. An eligible participant in the Non-Qualified Pension
Plan receives a benefit upon termination of employment that makes up for benefits the employee did not receive (1) under the Pension
Plan because of limits on Pension Plan benefits imposed by section 415 of the Internal Revenue Code and the compensation limit
under section 401(a)(17) of the Code and (2) under the 401(k) Plan for performance-based discretionary contributions made on and
after December 31, 2011 because of the compensation limit under section 401(a)(17) of the Code. Like the Pension Plan, the Non-Qualified
Pension Plan was “frozen” as to new participants effective December 31, 2009, except for certain newly hired (or rehired)
employees who are named as participants in the Non-Qualified Pension Plan on or after December 31, 2011 for purposes of receiving
a benefit based on the performance-based discretionary contribution portion of the formula. Benefits under the Pension Plan and
Non-Qualified Pension Plan are vested after three years of service with the Company.





8







COMPENSATION OF DIRECTORS



Director Compensation for Fiscal Year 2016



|Name               |  | Fees Earned or Paid in Cash ($) |         |  | Stock Awards($)(1) |  |         | All Other Compensation($)(2) |  |  | Total ($) | 
|------------------ |  | ------------------------------- | ------- |  | ------------------ |  | ------- | ---------------------------- |  |  | --------- | 
|Joseph A. De Perio |  |                                 | 125,000 |  |                    |  | 163,800 |                              |  |  | 0         | 
|Barry L. Kasoff    |  |                                 | 15,514  |  |                    |  | 0       |                              |  |  | 0         | 
|Tracy McKibben     |  |                                 | 50,000  |  |                    |  | 75,000  |                              |  |  | 0         | 
|Donald Putnam      |  |                                 | 52,555  |  |                    |  | 95,900  |                              |  |  | 0         | 
|Robert Searing     |  |                                 | 62,500  |  |                    |  | 75,000  |                              |  |  | 0         | 
|Alex Spiro         |  |                                 | 72,041  |  |                    |  | 75,000  |                              |  |  | 70,000    | 












| | (1) | On February 5, 2016, Mr. Putnam was awarded 3,266 restricted
stock units settled in cash upon joining the Board for which the grant date fair value was $20,900. On June 24, 2016, Ms. McKibben,
Mr. Putnam, Mr. Spearing and Mr. Spiro were awarded a grant of 5,245 restricted stock units settled in cash for which the grant
date fair value was $75,000. On June 24, 2016 Mr. De Perio was awarded 11,455 restricted stock unit settled in cash for which
the grant date fair value was $163,000 representing his annual grant of valued at $75,000, his chairman grant valued at $50,000
and his chairman grant due from services in 2015 valued at $38,800. These awards have been adjusted to reflect the Reverse Stock
Split.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This amount reflects payment made to Mr. Spiro in stock and
                                                                                cash as consideration for serving as chairperson of the Board’s strategic alternatives committee and special committee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







Non-employee directors
receive the following compensation for service on our Board:





| | · | Annual
Retainer: $50,000
| | - | ------------------------

| | · | Committee
Chairman Fee:
| | - | -----------------------

| | · | $10,000
per year for serving as chair of the Nominating and Governance Committee
| | - | --------------------------------------------------------------------------------

| | · | $15,000
per year for serving as chair of the Compensation Committee
| | - | -------------------------------------------------------------------

| | · | $25,000
per year for serving as chair of the Audit and Finance Committee
| | - | ------------------------------------------------------------------------

| | · | Non-Executive
Chairman Fee: $50,000 (in addition to the Annual Retainer received by all Directors, for a total of $100,000)
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Equity
Grants: Directors receive an initial equity grant of restricted stock on the date a person becomes a director and an additional
annual equity grant of restricted stock on the date of the annual meeting of shareholders each year. The annual equity grant is
a dollar value of $75,000 in restricted stock, valued under a modified Black-Scholes model. The restricted stock vests in one
year but may accelerate under certain circumstances such as death, disability, retirement and change of control of GlassBridge,
as defined under the 2005 Director Program, as amended. Directors joining during the year receive a prorated annual equity grant.
The initial equity grant for a director or Non-Executive Chairman who is first elected at a time other than the annual meeting
of shareholders is prorated based on the dollar value of the equity grant to directors or the Non-Executive Chairman at the time
of the preceding annual meeting of shareholders.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Continuing
Education Program Reimbursement: We encourage our directors to attend continuing education programs for directors and reimburse
any director who chooses to attend such programs for the cost of attending the program, including travel and lodging, at the maximum
rate of one program per year.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Travel
Reimbursement: We reimburse directors for travel costs of attending Board meetings, other meetings with management and interviews
of Board candidates.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



The Nominating and Governance Committee
reviews Board compensation every year.



The table above shows the compensation non-employee
directors currently receive for service on our Board, as well as non-employee compensation processes and decisions made prior to
May 2015 and those made after May 2015:



In lieu of cash, non-employee directors may elect to receive
all or part of their Annual Retainer, Non-Executive Chairman fee, Committee Chairman fee and meeting fees in shares of common stock
or in restricted stock units equivalent to shares of common stock.



9







Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS



The table below
shows the number of shares of our outstanding common stock as of April 26, 2017, held by each person that we know owns beneficially
(as defined by the Securities and Exchange Commission for proxy statement purposes) more than 5% of any class of our voting stock:



|Name and Address of Beneficial Owner                                                              |  | Amount and Nature of 
Beneficial Ownership |           |     | Percent of Class | 
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | --------- | --- | ---------------- | 
|George Hall 510 Madison Avenue, 9thFloor New York, NY 10022                                       |  |                                            | 1,494,894 | (2) |                  | 
|Ariel Investments, LLC 200 East Randolph Street, Suite 2900 Chicago, IL 60601                     |  |                                            | 755,589   | (1) |                  | 
|Footprints Asset Management & Research, Inc. 11422 Miracle Hills Drive, Suite 208 Omaha, NE 68154 |  |                                            | 250,816   | (3) |                  | 












|(1) | A Schedule 13D/A was filed with the SEC on March 30, 2017 by Clinton Group, Inc., George Hall and Joseph A. De Perio.  Mr. Hall reported beneficial ownership of 1,494,894 shares of our common stock.  Of such shares, Mr. Hall reported that he had sole voting power and sole dispositive power with respect to 1,296,529 and shared voting power and shared dispositive power with respect to 198,365 shares.                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | A Schedule 13G/A was filed with the SEC on April 10, 2017 by Ariel Investments, LLC (“Ariel”), an investment advisor, reporting beneficial ownership of 755,589 shares of our common stock.  Of such shares, Ariel reported that it had sole voting power with respect to 551,859 shares and sole dispositive power with respect to 755,589 shares.                                                                                                                                                                                                                              
|(3) | A Schedule 13G/A was filed with the SEC on January 4, 2017 (the “Footprints 13G/A”) by Footprints Asset Management & Research, Inc. (“Footprints”) reporting beneficial ownership of an aggregate of 2,508,168 shares of our common stock. Footprints reported that it had sole voting power and sole dispositive power with respect to all such shares.  As a result of the Reverse Stock Split and based on the Footprints 13G/A, Footprints now has beneficial ownership over 250,816 shares and sole voting power and sole dispositive power with respect to all such shares.







10







SECURITY OWNERSHIP OF MANAGEMENT



The table below shows the number of shares of our common stock
beneficially owned as of April 26, 2017 by each director, each nominated director, each officer named in the Summary Compensation
Table in this Annual Report on Form 10-K and all directors and executive officers as a group. Except as otherwise indicated, the
named person has sole voting and investment powers with respect to the shares held by that person, and the shares are not subject
to any pledge.



|Name of Beneficial Owner                                     |  | Amount and Nature of 
Beneficial Ownership |         |     | Percent of 
Class | 
|------------------------------------------------------------ |  | ------------------------------------------ | ------- | --- | ----------------- | 
|Geoff Barrall                                                |  |                                            | 25,324  | (1) |                   | 
|Joseph A. De Perio                                           |  |                                            | 41,716  | (2) |                   | 
|Robert B. Fernander                                          |  |                                            | 75,590  |     |                   | 
|Barry L. Kasoff                                              |  |                                            | 639     |     |                   | 
|Tracy McKibben                                               |  |                                            | 9,411   | (3) |                   | 
|Tavis J. Morello                                             |  |                                            | -       |     |                   | 
|Donald Putnam                                                |  |                                            | 8,510   | (4) |                   | 
|Robert Searing                                               |  |                                            | 9,411   | (5) |                   | 
|Alex Spiro                                                   |  |                                            | 16,573  | (6) |                   | 
|Daniel A. Strauss                                            |  |                                            | -       |     |                   | 
|Danny Zheng                                                  |  |                                            | 4,432   |     |                   | 
|All Directors and Executive Officers as a Group (11 Persons) |  |                                            | 191,606 |     |                   | 










|*   | Indicates ownership of less than 1%.                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------
|(1) | Includes 833 options to purchase shares of common stock scheduled to vest on each of May 7, 2017 and June 7, 2017.
|(2) | Includes 11,454 restricted stock units scheduled to vest on June 24, 2017.                                        
|(3) | Includes 5,244 shares scheduled to vest on June 24, 2017.                                                         
|(4) | Includes 5,244 shares scheduled to vest on June 24, 2017.                                                         
|(5) | Includes 5,244 shares scheduled to vest on June 24, 2017.                                                         
|(6) | Includes 5,244 shares scheduled to vest on June 24, 2017.                                                         





11









Item 13. Certain Relationships and Related Transactions and
Director Independence.



RELATED PERSON TRANSACTIONS



Certain Transactions With or Involving Related Persons



Mr. Kasoff serves
as president of Realization Services, Inc. (“RSI”), a management consulting firm specializing in assisting companies
and capital stakeholders in troubled business environments. Pursuant to a consulting agreement between the Company and RSI dated
August 17, 2015 and subsequent amendments, RSI performed consulting services for the Company for the period from August 8, 2015
to March 30, 2016, including assisting the Company with a review and assessment of the Company’s business and the formulation
of a business plan to enhance shareholder value going forward. On July 15, 2016, the Company entered into a consulting agreement
with RSI to perform consulting services from July 18, 2016 through August 14, 2016 with an option for a three week extended term.
Under the consulting agreement, RSI could receive consulting fees of up to $125,000 per week during the initial term. Consulting
fees for the extended term, if elected by the Company, could not exceed $500,000. RSI received consulting fees of $2.4 million
and $3.0 million for the twelve months ended December 31, 2016 and December 31, 2015, respectively, which are recorded in restructuring
and other charges. Mr. Kasoff resigned from his position as the Company’s Chief Restructuring Officer on September 8, 2016
and from the Company’s board of directors on February 2, 2017. On February 17, 2017, the Company entered into an agreement
with RSI pursuant to which RSI has agreed to assist the Company in overseeing the defense of the previously disclosed litigation
involving CMC Magnetic Corp. and the Company, pursuant to which the Company has agreed to pay RSI ten percent of the difference
between certain of the Company’s anticipated and actual liabilities and costs in such litigation, based in part on the timing
of the final resolution of such litigation.



On October 14, 2015, the Company acquired
substantially all of the equity of Connected Data, Inc. (“CDI”) for approximately $6.7 million in cash, shares of the
Company’s common stock and repayment of debt. Mr. Barrall is the founder and, at the time of acquisition, was also the Chief
Executive Officer of CDI. In consideration for his CDI common shares and options to purchase CDI common shares, Mr. Barrall received
approximately $184,000 at the time of the acquisition and he will be eligible to receive up to an additional $260,000 to the extent
certain CDI revenue targets are achieved for the 3 consecutive six-month periods commencing January 1, 2016. As of December 31,
2016, no such additional payments had been made to Mr. Barrall.



On February 8, 2016, the Company entered
into a subscription agreement to invest up to $20 million of its excess cash from various Company subsidiaries in the Clinton Lighthouse
Equity Strategies Fund (Offshore) Ltd. (“Clinton Lighthouse Fund”). Clinton Lighthouse Fund is a market neutral fund
which provides daily liquidity to its investors. Clinton Lighthouse Fund is managed by Clinton Group, Inc. (the “Clinton
Group”). Pursuant to the arrangement, the Clinton Group agreed to waive its customary management fee and agreed to the receipt
of any consideration pursuant to incentive compensation in the form of the Company’s common stock at a value of $10.00 per
share (as adjusted to reflect the Reverse Stock Split). The closing price of the Company’s common stock on February 8, 2016
was $6.50 (as adjusted to reflect the Reverse Stock Split). The Board of Directors, in conjunction with management, reviewed various
funds and voted to approve this investment, with Mr. De Perio abstaining from the vote. On March 17, 2016, the Board of Directors
approved the elimination of the 25% limitation on the amount of the Company’s excess cash that may be invested, such that
the Company may now invest up to $35 million of its excess cash in Clinton Lighthouse Fund. On April 29, 2016, the Company and
the Clinton Group entered into an amended and restated letter agreement in order to adjust the price at which the Company’s
stock would be valued for purposes of paying the incentive fee thereunder from $10.00 to $18.00 (each as adjusted to reflect the
Reverse Stock Split) beginning May 1, 2016, subject to adjustment based on the volume weighted average price of the Company’s
common stock. As of December 31, 2016, the Company paid Clinton $0.5 million associated with the performance fees earned in 2016.



On January 31, 2017, the Company held a
special meeting of the stockholders of the Company at which the stockholders approved the issuance of up to 1,500,000 shares of
the Company’s common stock (as adjusted to reflect the Reverse Stock Split) pursuant to the Subscription Agreement, dated
as of November 22, 2016, by and between the Company and the Clinton Group, as amended by Amendment No. 1 to the Subscription Agreement,
dated as of January 9, 2017 (as so amended, the “Subscription Agreement”). Mr. Perio is a Senior Portfolio Manager
at the Clinton Group. Pursuant to the terms of the Subscription Agreement, on February 2, 2017 (the “Initial Closing Date”),
the Company entered into a Capacity and Services Agreement (the “Capacity and Services Agreement”) with the Clinton
Group and GlassBridge Asset Management, LLC (“GlassBridge Asset Management”), our investment adviser subsidiary. As
consideration for the capacity and services the Clinton Group has agreed to provide under the Capacity and Services Agreement and
pursuant to the terms of the Subscription Agreement, the Company issued 1,250,000 shares of the Company’s common stock (as
adjusted to reflect the Reverse Stock Split) to Madison Avenue Capital Holdings, Inc., an affiliate of the Clinton Group, on the
Initial Closing Date. The closing price of the Company’s common stock on the Initial Closing Date was $8.20.



12









Mr. Strauss serves as the Company’s
Chief Operating Officer pursuant to the terms of a Services Agreement the Company entered into with the Clinton Group on March
2, 2017 (the “Services Agreement”). The Services Agreement provides that the Clinton Group will make available one
of its employees to serve as Chief Operating Officer of the Company, and any subsidiary of the Company that the Company may designate
from time to time, as well as provide to GlassBridge Asset Management certain services related to  a startup platform announced
in March 2017 for which GlassBridge Asset Management provides institutional and operational support. Pursuant to the terms of the
Services Agreement, the Company may request that the Clinton Group designate a mutually agreeable replacement employee to serve
as Chief Operating Officer or terminate the Clinton Group’s provision of an employee to the Company for such role. Under
the Services Agreement, the Company has agreed to pay the Clinton Group $125,000 for an initial term concluding on May 31, 2017,
which term will automatically renew unless terminated for successive three-month terms at a rate of $125,000 per renewal term.
If the Services Agreement is terminated prior to the conclusion of a term, the Company will be reimbursed for the portion of the
prepaid fee attributable to the unused portion of such term. The Clinton Group will continue to pay Mr. Strauss’s compensation
and benefits and the Company has agreed to pay or reimburse Mr. Strauss for his reasonable expenses. Pursuant to the terms of the
Services Agreement, the Company has also agreed to indemnify Mr. Strauss, the Clinton Group, any substitute Chief Operating Officer
and certain of their affiliates for certain losses.



DIRECTOR INDEPENDENCE AND DETERMINATION OF AUDIT COMMITTEE
FINANCIAL EXPERT



Our Board of Directors
concluded its review of the independence of our directors and nominees in March 2017. The Board made this review to determine whether
any of the relationships or transactions described below, if existing, were inconsistent with a determination that the director
or nominee is independent. During this review, our Board reviewed:





| | • | whether there were any transactions or relationships
between each director, nominee or any member of his or her immediate family and us and our subsidiaries and affiliates; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | whether there were any relationships between the directors
or nominees and senior management and between directors or nominees and our independent registered public accounting firm.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





None of the directors or nominees except
Mr. De Perio had any material relationship with us that would interfere with their independence from management. Therefore, the
Board affirmatively determined that all of the directors and nominees except Mr. De Perio are independent as defined under the
New York Stock Exchange listing standards.



In March 2017, the Board also reviewed whether
the Audit and Finance Committee had an audit committee financial expert as defined in the Securities and Exchange Commission rules.
The Board reviewed the skills and experience required under the rules and determined that Mr. Searing qualifies as an audit committee
financial expert as defined under those rules.



MEETINGS OF THE BOARD AND BOARD COMMITTEES



Meetings of the Board



During 2016, the Board of Directors
held a total of  ten meetings, and the various standing committees of the Board met a total of eleven times. Each incumbent
director attended at least 75% or more of the total meetings of the Board of Directors and the Board committees on which the
director served. The non-management directors of the Board met at scheduled executive sessions at each Board meeting. The
Chairman, currently Joseph A. De Perio, presided at these sessions.



Committees of the Board



The standing committees of the Board of
Directors are the Audit and Finance Committee, Compensation Committee and Nominating and Governance Committee. Each of the Board
committees has adopted a written charter which describes the functions and responsibilities of the committee. The charters for
our Audit and Finance Committee, Compensation Committee and Nominating and Governance Committee are available on our website. The
Internet address for our website is www.glassbridge.com. The charters are on our “Board Committees” page, which can
be accessed from the “Corporate Governance” page, which can be accessed from the main web page. The Board also establishes
subcommittees from time to time to review particular issues such as material merger and acquisition activity.



13









Audit and Finance Committee



|Members: | Three non-employee directors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | Messrs. Searing
    (Chair), Putnam and Torricelli.  Mr. Spiro served on the Audit and Finance Committee  until Mr. Torricelli was
    appointed to the Audit and Finance Committee in     February 2017.  Mr. De Perio served on the Audit and Finance
    Committee     until May     2016.  During his term     served, each of the current members of the Audit and
    Finance     Committee has been     an independent     director as defined under the New York     Stock Exchange listing
    standards and the     rules of the     SEC.





Number of meetings in 2016: Six



Functions:





| | · | Reviews
our consolidated financial statements, including accounting principles and practices
| | - | --------------------------------------------------------------------------------------------

| | · | Appoints
or replaces our independent registered public accounting firm and approves the scope of its audit services and fees
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | · | Reviews
and approves non-audit services performed by and fees of our independent registered public accounting firm
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | Reviews
our compliance procedures and scope of internal controls
| | - | ----------------------------------------------------------------

| | · | Reports
to the Board of Directors on the adequacy of financial statement disclosures and adherence to accounting principles
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Reviews
financial policies which may impact our financial statements
| | - | --------------------------------------------------------------------

| | · | Oversees
our internal audit function with the Manager of Internal Audit reporting directly to the Audit and Finance Committee
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | Monitors
compliance with financing agreements
| | - | ---------------------------------------------

| | · | Monitors
the functions of our Pension and Retirement Committee
| | - | --------------------------------------------------------------

| | · | Reviews
and approves any related person transactions under our related person transaction policy
| | - | ------------------------------------------------------------------------------------------------





Under our Guidelines, no director may serve
on a total of more than three public company audit committees. All of our directors are in compliance with that provision of our
Guidelines.



Compensation Committee





|Members: | Three non-employee directors:                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | Ms. McKibben (Chair),
    Mr. Spiro and Mr. Torricelli.  Mr. Putnam served on Compensation Committee until Mr. Torricelli was appointed to
    the Compensation Committee in February 2017. Mr. De Perio served on the Compensation Committee until May
    2016.  During his or her term of service, each of the current members of the Compensation Committee has been an
    independent director as defined under the New York Stock Exchange listing standards.





Number of meetings in 2016: Two



Functions:





| | · | Reviews
and approves compensation and benefits programs for our executive officers and key employees
| | - | ----------------------------------------------------------------------------------------------------

| | · | Oversees
executive evaluation process and approves compensation for executives other than the Chief Executive Officer
| | - | ---------------------------------------------------------------------------------------------------------------------

| | · | Reviews
and recommends Chief Executive Officer compensation to the independent directors
| | - | ----------------------------------------------------------------------------------------

| | · | Reviews
executive stock ownership guidelines and progress in meeting the guidelines
| | - | -----------------------------------------------------------------------------------

| | · | Oversees
implementation of certain stock and compensation plans
| | - | ---------------------------------------------------------------





The processes and procedures followed by
our Compensation Committee in considering and determining compensation are described below under the heading “Compensation
Process.” In addition, the Compensation Committee may form and delegate authority to subcommittees when appropriate.



Nominating and Governance Committee





|Members: | Three non-employee directors:                                                                                                                                                                                                                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | Mr. Spiro (Chair), Mr.
    Putnam and Mr. Searing. Mr. De Perio served on the Nominating and Governance Committee until May 2016.  During his
    term served, each of the current members of the Nominating and Governance Committee has been an independent director as
    defined under the New York Stock Exchange listing standards.







Number of meetings in 2016: Three



Functions:





| | · | Advises
and makes recommendations to the Board on all matters concerning directors (such as independence evaluations, committee assignments,
director compensation and director stock ownership guidelines) and corporate governance matters
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Advises
and makes recommendations to the Board on the selection of candidates as nominees for election as directors
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | Reports
to the Board on succession planning, including succession in the event of retirement of the Chief Executive Officer
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Oversees
the evaluation of the Chief Executive Officer
| | - | ------------------------------------------------------





14







Item 14. Principal Accountant Fees and Services.



AUDIT AND OTHER FEES AND AUDIT AND FINANCE COMMITTEE PRE-APPROVAL
POLICY



Audit and Other Fees



Below is a listing of the services provided
by type and amount charged to us by our independent registered public accounting firms for fiscal years 2016 and 2015. On June
6, 2016, the Audit and Finance Committee engaged Marcum LLP (“Marcum”) as our independent registered public accounting
firm for the year ending December 31, 2016. Effective on May 10, 2016, PricewaterhouseCoopers LLP (“PwC”) declined
to stand for re-election as our independent registered public accounting firm. The listing below reflects this change in our independent
registered public accounting firm in fiscal year 2016.



|                                                  |  | Fiscal Year 2016 (1) |         |  | Fiscal Year 2015 |  
|------------------------------------------------- |  | -------------------- | ------- |  | ---------------- | -
|Audit Fees:                                       |  |                      |         |  |                  |  
|GAAP and statutory audits                         |  | $                    | 467,731 |  |                  | $
|Audit-Related Fees:                               |  |                      |         |  |                  |  
|Services related to business transactions         |  | $                    | 0       |  |                  | $
|Employee benefit plan audits                      |  | $                    | 12,250  |  |                  | $
|Attest services and other                         |  | $                    | 57,182  |  |                  | $
|Total Audit-Related Fees                          |  | $                    | 69,432  |  |                  | $
|Tax Fees (tax preparation, advice and consulting) |  | $                    | 58,839  |  |                  | $
|All Other Fees:                                   |  |                      |         |  |                  |  
|Other Business Consulting Fees                    |  | $                    | 202,935 |  |                  | $
|Financial training materials                      |  | $                    | 1,800   |  |                  | $



| | (1) | Fiscal Year 2016 includes Audit and Audit-Related fees to PwC totaling $221,325 and other fees
totaling $204,735. Marcum Audit and Audit related fees for the fiscal year 2016 total $303,589 and $58,839 for Tax Fees. Employee
benefit plan audits are provided by Grant Thornton LLP.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Audit and Finance Committee Pre-Approval
Policy of Audit and Permissible Non-Audit Services



All the services
provided by our independent registered public accounting firm are subject to pre-approval by the Audit and Finance Committee. The
Audit and Finance Committee has authorized the Chairman of the Audit and Finance Committee to approve services by our independent
registered public accounting firm in the event there is a need for approval prior to the next full Audit and Finance Committee
meeting. The Chairman reports any pre-approval decisions to the Audit and Finance Committee at its next scheduled meeting.



With respect to each proposed pre-approved
service, our independent registered public accounting firm provides back-up documentation as requested, including estimated fees
regarding the specific services to be provided. The Audit and Finance Committee (or Chairman, as applicable) reviews the services
and the estimated fees and considers whether approval of the proposed services will have a detrimental impact on our independent
registered public accounting firm’s independence prior to approving any service. At least annually, a member of our management
reports to the Audit and Finance Committee all audit and non-audit services performed during the previous twelve months and all
fees billed by our independent registered public accounting firm for those services.



In fiscal year 2016 and 2015, all audit
services, audit-related services, tax services and those items described above under all other fees were pre-approved by the Audit
and Finance Committee or the Chairman.



15







PART IV



Item 15. Exhibits



List of Documents Filed as Part of
this Report



1. Financial Statements



See Index to Consolidated Financial Statements
in Item 8 of the Annual Report on Form 10-K.



2. Financial Statement Schedules



All financial statement schedules are omitted
because of the absence of the conditions under which they are required or because the required information is included in the Consolidated
Financial Statements or the notes thereto.



3. Exhibits



The following Exhibits are filed as part
of, or incorporated by reference into, this report:



|Number | Description of Exhibit
|------ | ----------------------
|3.1    |                       
|3.2    |                       
|3.3    |                       
|3.4    |                       
|3.5    |                       
|3.6    |                       
|4.1    |                       
|10.1*  |                       
|10.2*  |                       
|10.3   |                       
|10.4   |                       
|10.5   |                       
|10.6   |                       
|10.7*  |                       
|10.8*  |                       





16









|10.9*  |  | Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                  
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10* |  | Amendment to 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                             
|10.11* |  | Form of Amendment to 2000 Employee Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8- K filed on February 13, 2006).      
|10.12* |  | Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                           
|10.13* |  | Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                                    
|10.14* |  | Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Employees 2004 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).                
|10.15* |  | Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).       
|10.16* |  | Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees 2004 (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).                          
|10.17* |  | Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).                 
|10.18* |  | Imation Corp. 2005 Stock Incentive Plan, as amended November 9, 2005 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on November 16, 2005).                                               
|10.19* |  | Form of 2005 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                                     
|10.20* |  | Form of 2005 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                            
|10.21* |  | Form of Amendment to 2005 Stock Incentive Plan Option Agreements — Executive Officer (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                               
|10.22* |  | Form of 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                                     
|10.23* |  | Form of Amendment to 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on November 16, 2005).                                  
|10.24* |  | Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Employees (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                           
|10.25* |  | Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                  
|10.26* |  | Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on February 13, 2006).               
|10.27* |  | Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on May 9, 2005).                                           
|10.28* |  | Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on November 16, 2005).                        
|10.29* |  | Form of Amendment to 2004 and 2005 Executive Officer Option Agreements under the 2000 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|10.30* |  | Form of 2005 Stock Incentive Plan Amendment to 2005 Stock Option Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on February 13, 2006).               
|10.31* |  | Form of 2005 Stock Incentive Plan Non-Employee Director Option Agreement (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                                          





17









|10.32* |  | Form of 2005 Stock Incentive Plan Amendment to 2005 Restricted Stock Award Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                     
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33* |  | Form of 2005 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                           
|10.34* |  | Form of 2005 Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                                          
|10.35* |  | Form of 2005 Stock Incentive Plan Executive Officer Option Agreement (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                                                              
|10.36* |  | Form of 2005 Stock Incentive Plan Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed on February 13, 2006).                                              
|10.37* |  | Imation Corp. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                                                                                 
|10.38* |  | Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                           
|10.39* |  | Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                                    
|10.40* |  | Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Executive Officers (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                                     
|10.41* |  | Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Directors (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on May 12, 2008).                                                              
|10.42* |  | Form of 2008 Stock Incentive Plan Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).                                              
|10.43* |  | Form of 2008 Stock Incentive Plan Stock Option Agreement for Executive Officers (3 yr vest) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).                            
|10.44* |  | Form of 2008 Stock Incentive Plan Performance-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).                                    
|10.45* |  | Imation Corp. 2011 Stock Incentive Plan, as amended and restated (2013) (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8, File No. 333-188429, filed on May 8, 2013).                                      
|10.46* |  | Form of 2011 Stock Incentive Plan Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).                                        
|10.47* |  | Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).                                   
|10.48* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (pre 2013) (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed on November 25, 2014).                       
|10.49* |  | Form of 2011 Stock Incentive Plan Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to Imation’s Form 10-Q for the quarter ended March 31, 2011)                                                                          
|10.50* |  | Form of 2011 Stock Incentive Plan Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).                                       
|10.51* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (pre 2013) (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|10.52* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (2013) (incorporated by reference to Exhibit 10.6 to the Company's Form 8-K Current Report filed on November 25, 2014).        
|10.53* |  | Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).                                     





18









|10.54* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (2013) (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on November 25, 2014).                                                                                                                           
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.55* |  | Form of 2011 Stock Incentive Plan, Performance-Based Cash Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed June 16, 2014).                                                                                                                                  
|10.56* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (2014) (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K/A filed on January 15, 2015).                                                                                                                           
|10.57* |  | Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).                                                                                                             
|10.58* |  | Form of 2011 Stock Incentive Plan, Performance-Based Restricted Stock Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed June 16, 2014).                                                                                                                      
|10.59* |  | Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (2014) (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on November 25, 2014).                                                                                                    
|10.60* |  | Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on November 25, 2014).                                                                                                                        
|10.61* |  | Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on November 25, 2014).                                                                                                                                               
|10.62* |  | Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 20, 2015) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).                                                                                                                  
|10.63* |  | Form of Restricted Stock Unit Award Agreement for Directors (incorporated by Reference to the Company's Current Report on Form 8-K, filed on November 19, 2015).                                                                                                                                                                                        
|10.64* |  | Imation Excess Benefit Plan (incorporated by reference to Exhibit 10.10 to Registration Statement on Form 10, No. 1-14310).                                                                                                                                                                                                                             
|10.65* |  | Description of 2013 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on February 13, 2013).                                                                                                                                                                                              
|10.66* |  | Description of 2014 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on March 14, 2014).                                                                                                                                                                                                 
|10.67* |  | Description of 2015 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on February 13, 2015).                                                                                                                                                                                              
|10.68* |  | Employment Agreement dated October 14, 2015, between the Company and Robert. B. Fernander (incorporated by reference to the Company's Current Report on Form 8-K, filed on October 20, 2015).                                                                                                                                                           
|10.69* |  | Renewal, Extension and Amendment of Employment Agreement, dated as of October 14, 2016, by and between the Company and Robert B. Fernander (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 19, 2016).                                                                                          
|10.70* |  | Second Amendment to Employment Agreement, dated as of November 22, 2016, by and between the Company and Robert B. Fernander (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                                                                        
|10.71* |  | Employment Agreement, dated as of November 22, 2016, by and among Nexsan Corporation, Robert B. Fernander and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                                                                          
|10.72* |  | Escrow Agreement, dated as of January 31, 2017, by and among Nexsan Corporation, Robert B. Fernander, the Company and Clint Parsley, as escrow agent (incorporated herein by reference to Exhibit 10.72 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).
|10.73* |  | Severance Agreement, dated as of March 7, 2017, by and among Nexsan Corporation, Robert B. Fernander and the Company (incorporated herein by reference to Exhibit 10.73 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                





19









|10.74* |  | Separation Agreement dated August 19, 2015, between the Company and Mark E. Lucas (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on August 19, 2015).                                                                                        
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.75* |  | Separation Agreement dated September 28, 2015, between the Company and R. Ian Williams (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on September 29, 2015).                                                                                
|10.76* |  | Separation Agreement dated as of November 25, 2015, between the Company and Scott J. Robinson (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on November 25, 2015).                                                                          
|10.77* |  | Separation Agreement dated as of January 13, 2016, between the Company and John P. Breedlove (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on January 13, 2016).                                                                            
|10.78* |  | Barrall Consulting Agreement dated August 31, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).                                                                                                     
|10.79* |  | Fernander Consulting Agreement dated August 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).                                                                                                   
|10.80* |  | Realization Services Inc. Consulting Agreement dated August 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).                                                                                   
|10.81* |  | Amendment to Realization Services Inc. Consulting Agreement dated September 16, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).                                                                   
|10.82* |  | Second Amendment to Realization Services Inc. Consulting Agreement dated November 17, 2015 (incorporated by reference to Exhibit 10.86 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).                                                                   
|10.83* |  | Third Amendment to Realization Services Inc. Consulting Agreement dated January 1, 2016 (incorporated by reference to Exhibit 10.87 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).                                                                      
|10.84* |  | Employment Agreement, entered into effective as of April 26, 2016, by and between the Company and Danny Zheng (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 29, 2016).                                                             
|10.85* |  | Amendment No. 1 to Employment Agreement, dated as of February 2, 2017, by and between the Company and Danny Zheng (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                                                       
|10.86  |  | Amended and Restated Letter Agreement, dated April 29, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on form 10-Q/A for the quarter ended March 31, 2016).                                          
|10.87  |  | Stock Purchase Agreement, dated as of November 22, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                         
|10.88  |  | Amendment No. 1 to Stock Purchase Agreement, dated as of December 12, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 12, 2016).                                      
|10.89  |  | Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                              
|10.90  |  | Amendment No. 1 to Subscription Agreement, dated as of January 9, 2017, by and between the Company and Clinton Group, Inc. (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on January 10, 2017).                                   
|10.91  |  | Senior Secured Convertible Note, dated as of January 23, 2017, payable by NXSN Acquisition Corp. to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 27, 2017).                                                         
|10.92  |  | Guaranty and Security Agreement, dated as of January 23, 2017, by and among the Company, NXSN Acquisition Corp., Nexsan Corporation and the other grantors party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2017).
|10.93  |  | Capacity and Services Agreement, dated as of February 2, 2017, by and among Clinton Group, Inc., the Company and GlassBridge Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                      





20









|10.94  |  | Registration Rights Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.95  |  | Letter Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.96* |  | Services Agreement, dated as of March 2, 2017, by and between the Company and Clinton Group, Inc. (incorporated herein by reference to Exhibit 10.96 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16.1   |  | Letter from PricewaterhouseCoopers LLP to the U.S. Securities and Exchange Commission, dated May 12, 2016 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2016).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1   |  | Subsidiaries of GlassBridge Enterprises, Inc. (incorporated herein by reference to Exhibit 21.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|23.1   |  | Consent of Independent Registered Public Accounting Firm (Marcum LLP) (incorporated herein by reference to Exhibit 23.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2015, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|23.2   |  | Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) (incorporated herein by reference to Exhibit 23.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|24.1   |  | Power of Attorney (incorporated herein by reference to Exhibit 24.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.1   |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.2   |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.3†  |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.4†  |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|32.1   |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.2   |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|101    |  | The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 15, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations for the years ended December 31, 2016 and 2015, (ii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016 and 2015, (iii) the Consolidated Balance Sheets as of December 31, 2016 and 2015, (iv) the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2016 and 2015, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015, and Notes to Consolidated Financial Statements (incorporated herein by reference to Exhibit 101 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2016, as filed with the SEC on March 24, 2017).










|* | Items that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------
|† | Filed herewith.                                                                                                                                  



21







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |     | GLASSBRIDGE ENTERPRISES, INC.                                    
| | --- | -----------------------------------------------------------------
| |     |                                                                  
| | By: | /s/ Joseph A. De Perio                                           
| |     | Joseph A. De Perio
        Chairman (principal executive officer)



Date: May 1, 2017



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Signature              |  | Title                                                                                                    |  | Date       
|---------------------- |  | -------------------------------------------------------------------------------------------------------- |  | -----------
|                       |  |                                                                                                          |  |            
|/s/ Joseph A. De Perio |  | Chairman  (principal executive officer)                                                                  |  | May 1, 2017
|Joseph A. De Perio     |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|/s/ Danny Zheng        |  | Interim Chief Executive Officer and Chief Financial Officer (principal financial and accounting officer) |  | May 1, 2017
|Danny Zheng            |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|*                      |  | Director                                                                                                 |  | May 1, 2017
|Tracy McKibben         |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|*                      |  | Director                                                                                                 |  | May 1, 2017
|Donald Putnam          |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|*                      |  | Director                                                                                                 |  | May 1, 2017
|Robert Searing         |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|*                      |  | Director                                                                                                 |  | May 1, 2017
|Alex Spiro             |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            
|*                      |  | Director                                                                                                 |  | May 1, 2017
|Robert G. Torricelli   |  |                                                                                                          |  |            
|                       |  |                                                                                                          |  |            



|*By: |  | /s/ Joseph A. De Perio                      |  | 
|---- |  | ------------------------------------------- |  | 
|     |  | Joseph A. De Perio
        Attorney-in-fact |  | 





22