Amended Statement of Beneficial Ownership (sc 13d/a)
February 14 2017 - 1:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)
Finjan Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
31788H105
(CUSIP Number)
Steven
M. Spurlock
Benchmark
Capital
2965
Woodside Road
Woodside,
California 94062
(650)
854-8180
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Sean Caplice, Esq.
c/o Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
1200 Seaport Blvd., Redwood City, CA 94063
(650) 321-2400
June 24, 2016
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
This information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
Page 1 of 9 Pages
CUSIP NO.
31788H105
|
13 D
|
Page
2
of 9 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BCPI I, L.P. (“BCPI I”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,216,610 shares are held by BCPI I for itself and as nominee for BCPI Founders’ Fund I, L.P. (“BCPI FF”) and for other individuals and entities, except that BCPI Partners I, L.P. (“BCPI GP”), the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to vote these shares, BCPI Corporation (“BCPI Corp.”), the general partner of BCPI GP, may be deemed to have sole power to vote these shares, and Michael Eisenberg (“Eisenberg”) and Arad Naveh (“Naveh”), the directors of BCPI Corp., may be deemed to have shared power to vote these shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE POWER
5,216,610 shares are held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities, except that BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Naveh, the directors of BCPI Corp., may be deemed to have shared power to dispose of these shares.
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,610
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
22.5%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO.
31788H105
|
13 D
|
Page
3
of 9 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BCPI Partners I, L.P. (“BCPI GP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to vote these shares, BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to vote these shares, and Eisenberg and Naveh, the directors of BCPI Corp., may be deemed to have shared power to vote these shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Naveh, the directors of BCPI Corp., may be deemed to have shared power to dispose of these shares.
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,610
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
22.5%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO.
31788H105
|
13 D
|
Page
4
of 9 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BCPI Corporation (“BCPI Corp.”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to vote these shares, BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to vote these shares, and Eisenberg and Naveh, the directors of BCPI Corp., may be deemed to have shared power to vote these shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
9
|
SOLE DISPOSITIVE POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares, and Eisenberg and Naveh, the directors of BCPI Corp., may be deemed to have shared power to dispose of these shares.
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,610
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
22.5%
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP NO.
31788H105
|
13 D
|
Page
5
of 9 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Eisenberg (“Eisenberg”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Dual citizen of the United States and Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to vote these shares, and BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to vote these shares. Eisenberg is a director of BCPI Corp. and may be deemed to have shared power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
0 shares.
|
10
|
SHARED DISPOSITIVE POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, and BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares. Eisenberg is a director of BCPI Corp. and may be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,610
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
22.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP NO.
31788H105
|
13 D
|
Page
6
of 9 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Arad Naveh (“Naveh”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION Dual citizen of the United States and Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to vote these shares, and BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to vote these shares. Naveh is a director of BCPI Corp. and may be deemed to have shared power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
0 shares.
|
10
|
SHARED DISPOSITIVE POWER
5,216,610 shares, all of which are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, and BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares. Naveh is a director of BCPI Corp. and may be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,216,610
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 11
22.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP NO.
31788H105
|
13 D
|
Page
7
of 9 Pages
|
STATEMENTS ON SCHEDULE 13D
This Amendment
No. 1 to Schedule 13D is filed to report the aggregate sales of 136,944 shares of common stock, par value $0.0001 per share (the
“Common Stock”), of Finjan Holdings, Inc., a Delaware corporation (the “Issuer”), by the Reporting Persons.
This Amendment No. 1 supplements and amends the Schedule 13D originally filed with the Securities and Exchange Commission on June
13, 2013 (the “Schedule 13D”).
Only those items that are hereby reported are amended; all other items remain
unchanged.
This Amendment No. 1 is being filed by BCPI I, L.P., a Delaware limited partnership (“BCPI
I”), BCPI Partners I, L.P., a Delaware limited partnership (“BCPI GP”), BCPI Corporation, a Delaware corporation
(“BCPI Corp.”), Michael Eisenberg (“Eisenberg”) and Arad Naveh (“Naveh”). This Amendment No.
1 reports transactions effected by the Reporting Persons from the date of the Schedule 13D to the date that this Amendment No.
1 is filed with the Securities and Exchange Commission.
ITEM 1.
|
Security and Issuer.
|
Item 1 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The class of equity securities
to which this Schedule 13D relates is the Common Stock of the Issuer. The address of the principal executive offices of the Issuer
is 2000 University Avenue, Suite 600, East Palo Alto, California 94303.
ITEM 2.
|
Identity and Background.
|
Item 2(a) of the Schedule 13D is hereby amended and
restated in its entirety as follows:
|
(a)
|
Residence or business address:
|
The business address for each
of the Reporting Persons is:
Benchmark Capital
2965 Woodside Road
Woodside, California 94062
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of Schedule 13D is hereby
amended by adding the following to the end thereof:
On August 22, 2013, the Issuer
effected a 12-for-1 reverse stock split of its Common Stock (the “Reverse Split”). As a result of the Reverse Split,
the number of shares of Common Stock outstanding was reduced to approximately 22,368,415 shares, and the Reporting Persons’
number of shares of Common Stock held was reduced to approximately 5,353,554 shares.
CUSIP NO.
31788H105
|
13 D
|
Page
8
of 9 Pages
|
BCPI I sold shares of the Issuer’s
Common Stock on the open market as set forth below:
Date of Transaction
|
Number of shares of
Common Stock
|
Price per share
|
6/24/2016
|
54,190
|
$1.97
|
7/19/2016
|
15,000
|
$2.04
|
7/20/2016
|
22,300
|
$2.11
|
7/26/2016
|
9,100
|
$2.01
|
8/1/2016
|
21,036
|
$2.00
|
9/21/2016
|
15,318
|
$2.00
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
Item 5(a) of the Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) See
Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 23,184,562
shares of Common Stock reported to be outstanding as of December 31, 2016 as reported by the Issuer to the Reporting Persons.
Item 5(c) of the Schedule 13D is
hereby amended by adding the following to the end thereof:
Except as set forth in Item
3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days.
CUSIP NO.
31788H105
|
13 D
|
Page
9
of 9 Pages
|
SIGNATURES
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 13, 2017
|
BCPI I, L.P., a Delaware limited partnership
|
|
|
|
|
By:
|
BCPI PARTNERS I, L.P., a Delaware limited partnership
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
BCPI Corporation, a Delaware corporation
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
|
|
|
BCPI PARTNERS I, L.P., a Delaware limited partnership
|
|
|
|
|
By:
|
BCPI Corporation, a Delaware corporation
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
|
|
|
BCPI CORPORATION, a Delaware corporation
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
|
|
|
MICHAEL EISENBERG ARAD NAVEH
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Attorney-in-Fact
*
|
*
Signed pursuant to a Power of Attorney already on
file with the appropriate agencies.
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