CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Investors, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
*
Ownership information above is as of the close of business on May 26, 2020, the business day before the date of filing of this
Schedule 13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Investors GP, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Originating Co., LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Westaim
Origination Holdings, Inc.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
CO
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities Fund LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities Fund (Onshore) GP, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Finance Markets, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Finance Markets GP, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities (Offshore) Master, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
* Ownership
information above is as of the close of business on May 26, 2020, the business day before the date of filing of this Schedule
13G.
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities Fund (Offshore) II GP, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9) 0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
*
|
Ownership
information above is as of the close of business on May 26, 2020, the business day before
the date of filing of this Schedule 13G.
|
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities Partners I, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
*
|
Ownership
information above is as of the close of business on May 26, 2020, the business day before
the date of filing of this Schedule 13G.
|
CUSIP
No. 111412706
|
1.
|
Names
of Reporting Persons
Arena
Special Opportunities Partners (Onshore) GP, LLC
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
|
|
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
*
|
Ownership
information above is as of the close of business on May 26, 2020, the business day before
the date of filing of this Schedule 13G.
|
Item
1.
(a) The
name of the issuer is BroadVision, Inc. (the “Issuer”).
|
|
(b)
|
The principal
executive offices of the Issuer are located at 460 Seaport Ct, Suite 102, Redwood City,
CA 94063.
|
Item
2.
|
|
(a)
|
This Schedule
13G is filed by the following (the “Reporting Persons”):
|
|
|
(i)
|
Arena
Investors, LP (the “Investment Manager”), who serves as investment
manager to the Arena Funds (defined below);
|
|
|
(ii)
|
Arena
Investors GP, LLC, who serves as the general partner of the Investment Manager (the “IM
General Partner”);
|
|
|
(iii)
|
Arena
Originating Co., LLC (“AOC”);
|
|
|
(iv)
|
Westaim
Origination Holdings, Inc., who serves as the managing member of AOC (the “AOC
Managing Member”);
|
|
|
(v)
|
Arena
Special Opportunities Fund, LP (“ASOF”);
|
|
|
(vi)
|
Arena
Special Opportunities Fund (Onshore) GP, LLC, who serves as the general partner of ASOF
(the “ASOF General Partner”).;
|
|
|
(vii)
|
Arena
Finance Markets, LP (“AFM”);
|
|
|
(viii)
|
Arena
Finance Markets GP, LLC, who serves as the general partner of AFM (the “AFM
General Partner”);
|
|
|
(ix)
|
Arena
Special Opportunities (Offshore) Master, LP (“ASOFM”);
|
|
|
(x)
|
Arena
Special Opportunities Fund (Offshore) II GP, LP, who serves as the general partner of
ASOFM (the “ASOFM General Partner”);
|
|
|
(xi)
|
Arena
Special Opportunities Partners I, LP (“ASOPI”, and together with AOC,
ASOF, AFM and ASOFM, the “Arena Funds”); and
|
|
|
(xii)
|
Arena
Special Opportunities Partners (Onshore) GP, LLC, who serves as the general partner of
ASOPI (the “ASOPI General Partner”).
|
The
Arena Funds are private investment vehicles. The Arena Funds and a separately managed account of the Investment Manager (the “SMA”)
directly own the Common Stock (as defined below) reported in this Schedule 13G.
The
Investment Manager may be deemed to indirectly beneficially own the Common Stock owned by the Arena Funds and the SMA.
The
IM General Partner may be deemed to beneficially own the Common Stock beneficially owned by the Investment Manager.
The
AOC Managing Member may be deemed to indirectly beneficially own the Common Stock owned by AOC.
The
ASOF General Partner may be deemed to indirectly beneficially own the Common Stock owned by ASOF.
The
AFM General Partner may be deemed to indirectly beneficially own the Common Stock owned by AFM.
The
ASOFM General Partner may be deemed to indirectly beneficially own the Common Stock owned by ASOFM.
The
ASOPI General Partner may be deemed to indirectly beneficially own the Common Stock owned by ASOPI.
Each
Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly owned by
such Reporting Person.
|
|
(b)
|
The principal
business office of the Reporting Persons is 405 Lexington Avenue, 59th Floor, New York,
New York 10174.
|
|
|
(c)
|
For citizenship
information see Item 4 of the cover page of each Reporting Person.
|
|
|
(d)
|
This Statement
relates to the Common Stock, $0.0001 par value per share, of the Issuer (the “Common
Stock”).
|
|
|
(e)
|
The CUSIP
Number of the Common Stock is 111412706.
|
Item
3. 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:
|
|
(a)
|
¨
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
¨
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
¨
|
An investment
adviser in accordance with 240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
¨
|
An employee
benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
¨
|
A parent
holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
¨
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
¨
|
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 (15 U.S.C. 80a-3);
|
|
|
(j)
|
¨
|
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item
4. Ownership.
See
Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business
on May 26, 2020, the business day before the date of filing of this Schedule 13G.
As
of the Event Date of May 18, 2020, the Arena Funds and the SMA collectively owned 439,191 shares of Common Stock, representing
8.5% of all outstanding shares of Common Stock (broken down as follows: AFM - 53,601 shares, 1.0%; AOC - 21,775 shares, 0.4%;
ASOF - 125,061 shares, 2.4%; ASOFM - 32,284 shares, 0.6%; ASOPI - 38,357 shares, 0.7%; and the SMA - 168,113 shares, 3.3%). As
of close of business on the Event Date, by operation of the Amended Prepackaged Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code for BroadVision, Inc., all outstanding shares of Common Stock were automatically deemed canceled, released,
and extinguished.
The
percentage ownership of each Reporting Person is based on 5,142,333 shares of Common Stock outstanding, as reported by the Issuer
in its Form 8-K filed with the Securities and Exchange Commission on May 18, 2020.
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 the reporting person has ceased to be the beneficial
owner of more than five 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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
|
|
(c)
|
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
§240.14a-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.
Dated:
May 27, 2020
Arena
Investors, LP
Arena
Investors GP, LLC
Arena
Originating Co., LLC
Westaim
Origination Holdings, Inc.
Arena
Special Opportunities Fund LP
Arena
Special Opportunities Fund (Onshore) GP, LLC
Arena
Finance Markets, LP
Arena
Finance Markets GP, LLC
Arena
Special Opportunities (Offshore) Master, LP
Arena
Special Opportunities Fund (Offshore) II GP, LP
Arena
Special Opportunities Partners I, LP
Arena
Special Opportunities Partners (Onshore) GP, LLC
|
By:
|
/s/ Kristan Gregory
|
|
|
Name:
Kristan Gregory
|
|
|
Title:
Authorized Signatory
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Document
|
|
1
|
Joint
Filing Agreement
|