- Amended Statement of Ownership (SC 13G/A)
February 12 2009 - 3:43PM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED
STATES
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OMB Number: 3235-0145
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SECURITIES
AND EXCHANGE COMMISSION
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Expires: December 31,
2005
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Washington,
D.C. 20549
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Estimated average burden
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hours per response...11
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
COMMON
STOCK, $0.001 PAR VALUE
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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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).
CUSIP No. 253827109
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1.
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Names of Reporting Persons
VECTOR LATER-STAGE EQUITY FUND II, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
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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
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
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No. 253827109
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1.
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Names of Reporting Persons
VECTOR LATER-STAGE EQUITY FUND II (QP), L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
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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
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
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person
(See Instructions)
PN
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3
CUSIP No. 253827109
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1.
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Names of Reporting Persons
VECTOR FUND MANAGEMENT II, L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
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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
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
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person
(See Instructions)
PN
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4
CUSIP No. 253827109
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1.
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Names of Reporting Persons
PALIVACINNI PARTNERS, L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
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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
28,835
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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
28,835
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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
28,835
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.2%
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12.
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Type of Reporting Person
(See Instructions)
PN
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5
CUSIP No. 253827109
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1.
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Names of Reporting Persons
D. THEODORE BERGHORST
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
UNITED STATES OF AMERICA
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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
90,302
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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
90,302
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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
90,302
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.5%
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12.
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Type of Reporting Person
(See Instructions)
IN
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6
CUSIP No. 253827109
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1.
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Names of Reporting Persons
DEBORAH H. BERGHORST TTEE FBO BERGHORST 1998 DYNASTIC TRUST
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
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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
60,780
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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
60,780
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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
60,780
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.3%
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12.
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Type of Reporting Person
(See Instructions)
OO
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7
CUSIP No. 253827109
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1.
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Names of Reporting Persons
PETER F. DRAKE
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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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
UNITED STATES OF AMERICA
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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
42,892
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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
42,892
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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
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
0.2%
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12.
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Type of Reporting Person
(See Instructions)
IN
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8
Item 1.
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(a)
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Name of Issuer
DIGIRAD CORPORATION
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(b)
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Address of Issuers
Principal Executive Offices
13950 STOWE DRIVE, POWAY, CA 92064
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Item 2.
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(a)
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Name of Person Filing
THIS SCHEDULE 13G IS BEING JOINTLY FILED BY EACH OF THE FOLLOWING PERSONS
PURSUANT TO RULE 13-d(1) (k) PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO SECTION 13 OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED (THE "ACT"): (1) VECTOR LATER-STAGE EQUITY FUND II, L.P.
("VLSEF II"); (2) VECTOR LATER-STAGE EQUITY FUND II (QP),
L.P.("VLSEF II QP"); (3) VECTOR FUND MANAGEMENT II, L.L.C.
("VFM II"); (4) PALIVACINNI PARTNERS, L.L.C.; (5) D. THEODORE
BERGHORST; (6) DEBORAH BERGHORST TTEE FBO BERGHORST 1998 DYNASTIC TRUST
("TRUST"); (7) PETER F. DRAKE. EACH OF THE FOREGOING IS HEREINAFTER
INDIVIDUALLY REFERRED TO AS A "REPORTING PERSON" AND COLLECTIVELY
AS THE "REPORTING PERSONS". THE REPORTING ERSONS HAVE ENTERED INTO
A JOINT FILING AGREEMENT, A COPY OF WHICH IS FILED WITH THIS SCHEDULE 13G AS
EXHIBIT A, PURSUANT TO WHICH THE REPORTING PERSONS HAVE AGREED TO FILE THIS
STATEMENT JOINTLY IN ACCORDANCE WITH THE PROVISIONS OF RULE 13d-1 (k) (1)
UNDER THE ACT.
THE REPORTING PERSONS MAY BE DEEMED TO CONSTITUTE A "GROUP" FOR
PURPOSES OF SECTION 13(d) (3) OF THE ACT. THE REPORTING PERSONS EXPRESSLY
DISCLAIM THAT THEY HAVE AGREED TO ACT AS A GROUP OTHER THAN AS DESCRIBED IN
THIS SCHEDULE 13G.
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(b)
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Address of Principal
Business Office or, if none, Residence
THE ADDRESS OF THE PRINCIPAL BUSINESS OFFICE OF EACH OF THE REPORTING PERSONS
IS 1751 LAKE COOK ROAD, SUITE 350,
DEERFIELD, ILLINOIS 60015.
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(c)
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Citizenship
VLSEF II, VLSEF QP, VFM II, PALIVACINNI PARTNERS, L.L.C. AND THE TRUST ARE
ALL REPORTING PERSONS ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. D.
THEODORE BERGHORST AND PETER F. DRAKE ARE REPORTING PERSONS WHO ARE CITIZENS
OF THE UNITED STATES OF AMERICA.
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(d)
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Title of Class of
Securities
COMMON STOCK, PER VALUE $0.001 PER SHARE
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(e)
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CUSIP Number
253827109
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Item 3.
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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A savings association 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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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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9
Item 4.
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Ownership
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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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PURSUANT TO RULE 13d-4 OF
THE ACT, THE REPORTING PERSONS EXPRESSLY DECLARE THAT THE FILING OF THIS
STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT ANY SUCH PERSON IS, FOR
THE PURPOSES OF SECTION 13(d) AND/OR SECTION 13(g) OF THE ACT, THE BENEFICIAL
OWNER OF ANY SECURITIES COVERED BY THIS STATEMENT.
ALL OWNERSHIP PERCENTAGES OF THE SECURITIES REPORTED HEREIN ARE BASED UPON
18,943,937 SHARES OF COMMON STOCK OUTSTANDING AS OF OCTOBER 15, 2008, AS
DISCLOSED IN THE COMPANY'S QUARTERLY REPORT FILED ON FORM 10-Q WITH THE
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2008 FOR THE FISCAL QUARTER
ENDED SEPTEMBER 30, 2008.
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VLSEF II
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(a)
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Amount beneficially
owned:
0
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(b)
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Percent of class:
0.0%
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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
0
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(ii)
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Shared power to vote or to
direct the vote
0
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(iii)
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Sole power to dispose or
to direct the disposition of
0
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(iv)
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Shared power to dispose or
to direct the disposition of
0
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10
Item 4.
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Ownership (Cont.)
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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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VLSEF II QP
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(a)
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Amount beneficially
owned:
0
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(b)
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Percent of class:
0.0%
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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
0
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(ii)
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Shared power to vote or to
direct the vote
0
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(iii)
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Sole power to dispose or
to direct the disposition of
0
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(iv)
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Shared power to dispose or
to direct the disposition of
0
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11
Item 4.
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Ownership (Cont.)
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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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VFM II
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(a)
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Amount beneficially owned:
0
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(b)
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Percent of class:
0.0%
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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
0
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(ii)
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Shared power to vote or to
direct the vote
0
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(iii)
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Sole power to dispose or
to direct the disposition of
0
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(iv)
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Shared power to dispose or
to direct the disposition of
0
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12
Item 4.
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Ownership (Cont.)
|
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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Palivacinni Partners,
L.L.C.
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(a)
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Amount beneficially
owned:
PALIVACINNI PARTNERS,
L.L.C. IS A DIRECT BENEFICIAL OWNER OF AND HAS SOLE DISPOSITIVE AND VOTING
POWER OVER 28,835 SHARES OF COMMON STOCK.
PALVIACINNI PARTNERS, L.L.C. DISCLAIMS BENEFICIAL OWNERSHIP OF ANY
OTHER SECURITIES COVERED BY THIS STATEMENT.
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(b)
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Percent of class:
0.2%
|
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(c)
|
Number of shares as to
which the person has:
28,835
|
|
|
(i)
|
Sole power to vote or to
direct the vote
28,835
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|
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(ii)
|
Shared power to vote or to
direct the vote
0
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
28,835
|
|
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(iv)
|
Shared power to dispose or
to direct the disposition of
0
|
|
13
Item 4.
|
Ownership (Cont.)
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
D. Theodore Berghorst
|
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(a)
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Amount beneficially
owned:
0
|
|
(b)
|
Percent of class:
0.5%
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
90,302
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
0
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
90,302
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
0
|
|
14
Item 4.
|
Ownership (Cont.)
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
Deborah Berghorst TTEE FBO
Berghorst 1998 Dynastic Trust ("the Trust")
|
|
(a)
|
Amount beneficially
owned:
THE TRUST IS A DIRECT
BENEFICIAL OWNER OF AND HAS SOLE DISPOSITIVE AND VOTING POWER OVER 60,780
SHARES OF COMMON STOCK. THE TRUST
DISCLAIMS BENEFICIAL OWNERSHIP OF ANY OTHER SECURITIES COVERED BY THIS
STATEMENT.
|
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(b)
|
Percent of class:
0.3%
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
60,780
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
0
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
60,780
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
0
|
|
15
Item 4.
|
Ownership (Cont.)
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
Peter F. Drake
|
|
(a)
|
Amount beneficially
owned:
0
|
|
(b)
|
Percent of class:
0.2%
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
42,892
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
0
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
42,892
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
0
|
|
16
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
|
SEE RESPONSE TO ITEM 4
|
|
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
|
|
Item 10.
|
Certification
|
NOT APPLICABLE
|
17
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 12, 2008
VECTOR LATER-STAGE EQUITY FUND II, L.P.
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BY:
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VECTOR FUND MANAGEMENT II, L.L.C.
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ITS:
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GENERAL PARTNER
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BY:
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VECTOR ASSET MANAGEMENT, INC.
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ITS:
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MANAGING MEMBER
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BY:
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/s/ THOMAS C. DORN
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CHIEF FINANCIAL OFFICER
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VECTOR LATER-STAGE EQUITY FUND II (QP), L.P.
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BY:
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VECTOR FUND MANAGEMENT II, L.L.C.
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ITS:
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GENERAL PARTNER
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BY:
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VECTOR ASSET MANAGEMENT, INC.
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ITS:
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MANAGING MEMBER
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BY:
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/s/ THOMAS C. DORN
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CHIEF FINANCIAL OFFICER
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VECTOR FUND MANAGEMENT II, L.L.C.
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BY:
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VECTOR ASSET MANAGEMENT, INC.
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ITS:
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MANAGING MEMBER
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BY:
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/s/ THOMAS C. DORN
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CHIEF FINANCIAL OFFICER
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PALIVACINNI PARTNERS, L.L.C.
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BY:
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/s/ DOUGLAS B. REED
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DOUGLAS B. REED, MANAGING MEMBER
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/s/ D. THEODORE BERGHORST
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D. THEODORE BERGHORST
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DEBORAH H. BERGHORST TTEE
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FBO BERGHORST 1998 DYNASTIC TRUST
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BY:
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/s/ D. THEODORE BERGHORST
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D. THEODORE BERGHORST, FINANCIAL ADVISOR
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/s/ PETER F. DRAKE
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PETER F. DRAKE
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18
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