(Amendment No. 1)*
Attn: Andrew S. Price
Joseph A. Liemandt
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. ☒
The 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).
* This percentage is calculated based upon 5,061,018 shares of common stock of the issuer as of October 25, 2019, as reported in the issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 19, 2019.
* This percentage is calculated based upon 5,061,018 shares of common stock of the issuer as of October 25, 2019, as reported in the issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 19, 2019.
Explanatory Statement
The following constitutes Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D filed by the undersigned (the “Original Statement” and as amended, the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Original Statement. This Amendment No. 1 amends and supplements the Original Statement as specifically set forth herein. Except as set forth
below, all previous Items in the Original Statement remain unchanged. This Amendment No. 1 is being filed to report that the beneficial ownership of the outstanding shares of Common Stock held by the Reporting Persons was increased by more than 1%
since the last filing following the transactions described in the Original Statement.
Item 4 of the Original Statement is hereby amended and restated in its entirety by the following:
On June 19, 2019, the Reporting Persons sent an email to Dr. Pehong Chen, the CEO of the Issuer in his capacity as a stockholder of the Issuer with a request that he partner with the Reporting Persons to pursue an offer to take the Issuer
private on draft proposed terms. On June 20, 2019, Dr. Chen rejected the proposal and made a counter proposal that the Reporting Persons immediately rejected. During the limited discussions, the Reporting Persons became aware that the Board of
Directors of the Issuer had a special committee of directors in place that was aware of the discussions with Dr. Chen. The Reporting Persons, however, did not engage in any direct negotiations with the Issuer relating to a potential transaction and
did not send a proposal to the Issuer. On August 12, 2019, a member of the special committee of directors of the Issuer contacted the Reporting Persons and inquired whether the Reporting Persons might be willing to pursue a transaction on different
terms than proposed by Dr. Chen. The Reporting Persons communicated that there was no interest in discussing a potential transaction under such proposed terms.
On December 13, 2019, the Reporting Persons affirmed in a
conversation to Dr. Chen, in his capacity as a stockholder of the Issuer, that no new proposal would be forthcoming. Since that time, no further discussions have occurred.
As of January 13, 2020, the Reporting Persons have considered making a new proposal and reserve the right to continue to discuss and/or submit one or more proposals to the Issuer privately, and discuss such proposals with Dr. Chen in his
capacity as a stockholder of the Issuer, without additional public disclosure.
Except as otherwise described in this Item 4, the Reporting Persons acquired the securities described in this Schedule 13D for investment purposes in the ordinary course of their business of investing in securities for their own accounts or for
one or more accounts over which the Reporting Persons have investment or voting power.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition,
results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.
While no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein, each of the
Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: the formation of a partnership with the founder and largest
stockholder of the Issuer to seek to acquire the Issuer’s outstanding Common Stock that is not owned by the partnership for cash or an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock, dispose of
some or all of the shares of Common Stock, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or
proposals with respect to any of the foregoing. No contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of shares of Common Stock.
Item 5(c) of the Original Statement is hereby supplemented by adding the following disclosures at the end of Item 5(c):
(1) The price shown is the weighted average purchase price for the reported transaction. The range of prices at which common stock was purchased for the reported transaction was $2.50 to $2.80. A breakdown of each transaction will be provided
upon request.
(2) The price shown is the weighted average purchase price for the reported transaction. The range of prices at which common stock was purchased for the reported transaction was $2.49 to $2.50. A breakdown of each transaction will be provided
upon request.
(3) The price shown is the weighted average purchase price for the reported transaction. The range of prices at which common stock was purchased for the reported transaction was $2.455 to $2.50. A breakdown of each transaction will be provided
upon request.
(4) The price shown is the weighted average purchase price for the reported transaction. The range of prices at which common stock was purchased for the reported transaction was $2.40 to $2.50. A breakdown of each transaction will be provided
upon request.
EXHIBIT INDEX
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 15, 2020