Statement of Ownership (sc 13g)
August 10 2017 - 5:11PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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SecureWorks
Corp.
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(Name
of Issuer)
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CL A
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(Title
of Class of Securities)
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81374A105
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(CUSIP
Number)
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August 3, 2017
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(Date
of Event Which Requires Filing of this Statement)
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Copies
to:
Sean M. Donahue
Morgan, Lewis
& Bockius LLP
1111 Pennsylvania
Avenue, NW
Washington, DC 20004
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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 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. 81374A105
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13G
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Page
2 of 9
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
GAGNON SECURITIES LLC
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
DELAWARE LIMITED
LIABILITY COMPANY
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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324,401
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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330,213
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9.
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aggregate amount beneficially owned by each reporting person
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330,213
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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3.0%
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12.
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type of reporting person (See Instructions)
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IA, BD
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CUSIP No. 81374A105
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13G
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Page
3 of 9
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
GAGNON ADVISORS, LLC
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
DELAWARE LIMITED
LIABILITY COMPANY
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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226,322
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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226,322
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9.
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aggregate amount beneficially owned by each reporting person
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226,322
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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2.0%
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12.
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type of reporting person (See Instructions)
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IA, BD
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CUSIP No. 81374A105
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13G
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Page
4 of 9
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
NEIL GAGNON
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
USA
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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550,723
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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556,535
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9.
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aggregate amount beneficially owned by each reporting person
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556,535
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.0%
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12.
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type of reporting person (See Instructions)
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IN
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CUSIP
No. 81374A105
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13G
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Page
5 of 9
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Item 1.
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(a)
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Name of Issuer:
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SecureWorks Corp.
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(b)
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Address of Issuer’s Principal
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One Concourse Parkway NE Suite 500
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Executive Offices:
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Atlanta, GA 30328
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Item 2.
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(a)
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Name of Person Filing:
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Neil Gagnon
has shared voting power over 550,723 shares of the Issuer’s Class A common stock and shared dispositive power over 556,535
shares of the Issuer’s Class A common stock.
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Mr. Gagnon is the
managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered with the
U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts,
foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. Mr.
Gagnon and GS may be deemed to share voting power with respect to 324,401 shares of the Issuer’s Class A common stock held in
the Accounts and dispositive power with respect to 330,213 shares held in the Accounts. GS and Mr. Gagnon expressly disclaim
beneficial ownership of all securities held in the Accounts.
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Mr. Gagnon is also
the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered with
the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates,
LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the
226,322 shares of the Issuer’s Class A common stock held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership
of all securities held by GIA.
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(b)
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Address of Principal Business Office:
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1370 Avenue of the
Americas, 24
th
Floor
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or, if none, Residence
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New York, NY 10019
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(
c
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Citizenship:
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Gagnon Securities LLC
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Delaware limited liability
Company
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Gagnon Advisors, LLC
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Delaware limited liability Company
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Neil Gagnon
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USA
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(d)
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Title of Class of Securities:
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Class A common stock, $0.01
par value per share
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(e)
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CUSIP Number:
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81374A105
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CUSIP No. 81374A105
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13G
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Page
6 of 9
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Item 3.
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If this statement is filed
pursuant to §§240.13d-1(b) or 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 (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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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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(g)
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A parent holding company or control person
in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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 of 1940 (15U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 81374A105
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13G
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Page
7 of 9
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned:
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Gagnon Securities LLC
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330,213
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Gagnon Advisors, LLC
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226,322
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Neil Gagnon
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556,535
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(b)
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Percent of class:
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Gagnon Securities LLC
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3.0%
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Gagnon Advisors, LLC
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2.0%
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Neil Gagnon
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5.0%
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Calculation
of percentage of beneficial ownership is based on 11,073,321 outstanding shares of the Issuer’s Class A common stock
as reported by the Issuer on its Form 10-Q filed on June 6, 2017.
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole power to vote or to direct
the vote:
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Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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0
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(ii)
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Shared power to vote or to direct the vote:
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Gagnon Securities LLC
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324,401
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Gagnon Advisors, LLC
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226,322
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Neil Gagnon
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550,723
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(iii)
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Sole power to dispose or to direct the
disposition of:
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Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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0
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(iv)
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Shared power to dispose or to direct the
disposition of:
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Gagnon Securities LLC
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330,213
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Gagnon Advisors, LLC
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226,322
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Neil Gagnon
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556,535
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Item 5.
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Ownership of Five Percent
or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person.
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The Accounts
described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any such
account does not exceed 5% of the class of securities. Except to the extent described herein, each Reporting Person disclaims
beneficial ownership of all such securities.
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Items 7 – 9.
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Not Applicable.
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CUSIP No. 81374A105
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13G
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Page
8 of 9
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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, other than activities
solely in connection with a nomination under Section 230.14a-11.
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.
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August 10, 2017
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Date
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NEIL GAGNON
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/s/ Neil Gagnon
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GAGNON SECURITIES LLC
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/s/ Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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GAGNON ADVISORS, LLC
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/s/ Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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CUSIP No. 81374A105
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13G
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Page
9 of 9
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JOINT FILING
AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall
not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or
it knows or has reason to believe that such information is inaccurate.
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August 10, 2017
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Date
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NEIL GAGNON
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/s/ Neil Gagnon
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GAGNON SECURITIES LLC
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/s/ Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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GAGNON ADVISORS, LLC
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/s/ Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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