Amended Statement of Ownership (sc 13g/a)
February 18 2015 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-102)
(Amendment No. 1)*
VIGGLE INC.
(Name of
Issuer)
COMMON STOCK
(Title of Class of Securities)
92672V105
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 92672V105 |
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13G |
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Page 2 of 9 Pages |
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(1) |
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NAMES OF
REPORTING PERSONS Frazier Technology Ventures II, L.P. |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨
(b) x |
(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(5) |
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SOLE VOTING
POWER 0 |
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(6) |
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SHARED VOTING
POWER 0 |
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(7) |
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SOLE DISPOSITIVE
POWER 0 |
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(8) |
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SHARED DISPOSITIVE POWER 0
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(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
(10) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ¨ |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0% |
(12) |
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TYPE OF REPORTING PERSON
PN |
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CUSIP No. 92672V105 |
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13G |
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Page 3 of 9 Pages |
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(1) |
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NAMES OF
REPORTING PERSONS FTVM II, L.P. |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨
(b) x |
(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(5) |
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SOLE VOTING
POWER 0 |
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(6) |
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SHARED VOTING
POWER 0 |
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(7) |
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SOLE DISPOSITIVE
POWER 0 |
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(8) |
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SHARED DISPOSITIVE POWER 0
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(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
(10) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ¨ |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0% |
(12) |
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TYPE OF REPORTING PERSON
PN |
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CUSIP No. 92672V105 |
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13G |
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Page 4 of 9 Pages |
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(1) |
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NAMES OF
REPORTING PERSONS Frazier Technology Management, L.L.C. |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨
(b) x |
(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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(5) |
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SOLE VOTING
POWER 0 |
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(6) |
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SHARED VOTING
POWER 0 |
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(7) |
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SOLE DISPOSITIVE
POWER 0 |
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(8) |
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SHARED DISPOSITIVE POWER 0
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(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
(10) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES ¨ |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0% |
(12) |
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TYPE OF REPORTING PERSON
PN |
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CUSIP No. 92672V105 |
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13G |
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Page 5 of 9 Pages |
Item 1(a). |
Name of Issuer: |
Viggle Inc.
Item 1(b). |
Address of Issuers Principal Executive Offices: |
902 Broadway,
11th Floor
New York, NY 10010
Item 2(a). |
Name of Persons Filing: |
Frazier Technology Ventures II, L.P.
FTVM II, L.P.
Frazier Technology Management, L.L.C.
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of each of
Frazier Technology Ventures II, L.P., FTVM II, L.P. and Frazier Technology Management, L.L.C. is:
c/o Frazier Healthcare
601 Union, Two Union Square, Suite 3200
Seattle, WA 98101
Frazier Technology Ventures II, L.P. is a limited partnership organized
under the laws of the State of Delaware. FTVM II, L.P. is a limited partnership organized under the laws of Delaware. Frazier Technology Management, L.L.C. is a Delaware limited liability company.
Item 2(d). |
Title of Class of Securities: |
Common Stock.
92672V105
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under Section 15 of the Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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CUSIP No. 92672V105 |
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13G |
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Page 6 of 9 Pages |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the
type of institution:
.
As of December 31, 2014, each of the Reporting Persons beneficially owned
no shares of Common Stock.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to
report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not
applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
The Reporting Persons hereby make the following
certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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CUSIP No. 92672V105 |
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13G |
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Page 7 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 17, 2015
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FRAZIER TECHNOLOGY VENTURES II, L.P. |
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By: By: |
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FTVM II, L.P., its General Partner Frazier
Technology Management, L.L.C., its General Partner |
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By: |
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/s/ Len Jordan |
Name: Title: |
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Len Jordan Managing Member |
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FTVM II, L.P. |
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By: |
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Frazier Technology Management, L.L.C., its General Partner |
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By: |
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/s/ Len Jordan |
Name: Title: |
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Len Jordan Managing Member |
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FRAZIER TECHNOLOGY MANAGEMENT, L.L.C. |
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By: |
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/s/ Len Jordan |
Name: Title: |
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Len Jordan Managing Member |