- Statement of Ownership (SC 13G)
October 20 2011 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of issuer)
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Common Stock, par value $0.001
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(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:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
SCHEDULE 13G
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CUSIP No. 414549105
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Page 2 of 9 Pages
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(1)
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Names of reporting persons.
John H. Lewis
I.R.S. Identification Nos. of above persons (entities only).
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(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
United States
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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
3,523,280
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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
3,523,280
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(9)
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Aggregate amount beneficially
owned by each reporting person
3,523,280
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
6.3%
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(12)
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Type of reporting person (see
instructions)
IN
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SCHEDULE 13G
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CUSIP No. 414549105
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Page 3 of 9 Pages
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(1)
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Names of reporting persons.
Osmium Partners, LLC
I.R.S. Identification Nos. of above persons (entities
only).
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(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
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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
3,523,280
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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
3,523,280
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(9)
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Aggregate amount beneficially
owned by each reporting person
3,523,280
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
6.3%
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(12)
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Type of reporting person (see
instructions)
IA, OO
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SCHEDULE 13G
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CUSIP No. 414549105
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Page 4 of 9 Pages
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(1)
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Names of reporting persons.
Osmium Capital, LP
I.R.S. Identification Nos. of above persons (entities
only).
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(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
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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
1,030,183
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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
1,030,183
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(9)
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Aggregate amount beneficially
owned by each reporting person
1,030,183
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
1.9%
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(12)
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Type of reporting person (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No. 414549105
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Page 5 of 9 Pages
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(1)
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Names of reporting persons.
Osmium Capital II, LP
I.R.S. Identification Nos. of above persons (entities
only).
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(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
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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
2,293,097
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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
2,293,097
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(9)
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Aggregate amount beneficially
owned by each reporting person
2,293,097
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
4.1%
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(12)
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Type of reporting person (see
instructions)
PN
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SCHEDULE 13G
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CUSIP No. 414549105
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Page 6 of 9 Pages
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(1)
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Names of reporting persons.
Osmium Spartan, LP
I.R.S. Identification Nos. of above persons (entities
only).
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(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
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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
200,000
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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
200,000
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(9)
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Aggregate amount beneficially
owned by each reporting person
200,000
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
0.4%
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(12)
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Type of reporting person (see
instructions)
PN
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Item 1.
(a)
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The name of the issuer is Harris Interactive Inc. (the Issuer).
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(b)
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The principal executive office of the Issuer is located at 161 Sixth Avenue, New York, New York 10013.
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Item 2.
(a)
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This statement (this Statement) is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company
(Osmium Partners), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the Fund), Osmium Capital II, LP, a Delaware limited partnership (Fund II), and Osmium Spartan, LP, a
Delaware limited partnership (Fund III) (all of the foregoing, collectively, the Filers). The Fund, Fund II and Fund III are private investment vehicles formed for the purpose of investing and trading in a wide variety of
securities and financial instruments. Osmium Partners also manages accounts on a discretionary basis (the Accounts). The Fund, Fund II, Fund III and the Accounts directly own the common shares reported in this Statement. Mr. Lewis
and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and the Accounts (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any
shares other than the shares owned directly by such Filer.
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(b)
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The Principal Business Office of the Filers is 388 Market Street, Suite 920, San Francisco, California 94111.
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(c)
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For citizenship information see Item 4 of the cover sheet of each Filer.
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(d)
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This Statement relates to the Common Stock of the Issuer.
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(e)
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The CUSIP Number of the Common Stock of the Issuer is 414549105.
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Item 3.
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and
Item 2. The percentage ownership of each Filer is based on 55,651,735 shares of Common Stock outstanding as of September 23, 2011, as reported on the Issuers Annual Report on Form 10-K for the quarterly period ended June 30,
2011. The ownership reported for each Filer is as of October 19, 2011. The Filers exceeded five percent beneficial ownership on October 11, 2011, as reported on the cover page.
Page 7 of 9 pages
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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
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.
Page 8 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: October 20, 2011
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John H. Lewis
Osmium Partners, LLC
Osmium Capital,
LP
Osmium Capital II, LP
Osmium Spartan, LP
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By:
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/s/ John H. Lewis
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John H. Lewis, for himself and as
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Managing Member of Osmium
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Partners, LLC, for itself and as
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General Partner of Osmium
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Capital, LP, Osmium Capital II,
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LP, and Osmium Spartan, LP
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Page 9 of 9 pages
EXHIBIT INDEX
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Exhibit No.
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Document
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1
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Joint Filing Agreement
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