Amended Statement of Beneficial Ownership (sc 13d/a)
October 21 2019 - 9:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
Qumu Corporation
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
749063103
(CUSIP Number)
STEVE
WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 18, 2019
(Date of Event Which Requires
Filing of This Statement)
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 ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
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).
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1
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NAME OF REPORTING PERSON
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DOLPHIN LIMITED PARTNERSHIP III, L.P. (“Dolphin III”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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605,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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605,500
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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605,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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DOLPHIN ASSOCIATES III, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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|
SOLE VOTING POWER
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|
SHARES
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|
|
|
|
|
BENEFICIALLY
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605,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
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|
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605,500
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|
10
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SHARED DISPOSITIVE POWER
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|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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605,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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DOLPHIN HOLDINGS CORP. III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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Delaware
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|
NUMBER OF
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7
|
|
SOLE VOTING POWER
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|
SHARES
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|
|
|
|
|
BENEFICIALLY
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605,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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|
|
|
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REPORTING
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- 0 -
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PERSON WITH
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|
9
|
|
SOLE DISPOSITIVE POWER
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|
|
|
|
|
|
|
|
|
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|
|
605,500
|
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|
10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
|
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|
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605,500
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|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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DONALD T. NETTER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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|
|
|
|
|
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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|
|
|
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BENEFICIALLY
|
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605,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
|
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|
|
|
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
|
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605,500
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|
10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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605,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby
amended and restated to read as follows:
Of the
605,500 Shares beneficially owned by Dolphin III, (i) 560,500 Shares were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, and
(ii) an aggregate of 45,000 Shares were issued to Mr. Netter, and subsequently transferred to Dolphin III for no
consideration, pursuant to the Partnership Agreement, upon the vesting of restricted stock units that were awarded to Mr.
Netter while he was a director of the Issuer from July 2015 until May 2018. The aggregate purchase cost of the 560,500 Shares is
approximately $3,683,662, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby
amended to add the following:
On October 18,
2019, the Reporting Persons delivered a revised letter (the “Letter”) to the Board of Directors of the Issuer (the
“Board”) reiterating several concerns set forth in a four-page letter, dated September 24, 2019, previously delivered
by the Reporting Persons to the Chairman of the Board. The foregoing description of the Letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 9,908,782 shares outstanding, as of August
23, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Registration Statement on Form S-3,
filed with the Securities and Exchange Commission on August 26, 2019.
As of the date hereof,
the Reporting Persons collectively own an aggregate of 605,500 Shares, constituting approximately 6.1% of the Shares outstanding.
As of the date hereof,
Dolphin III owns 605,500 Shares, constituting approximately 6.1% of the Shares outstanding. As the general partner of Dolphin III,
Dolphin Associates III may be deemed to beneficially own the 605,500 Shares owned by Dolphin III, constituting approximately 6.1%
of the Shares outstanding. As the managing member of Dolphin Associates III, Dolphin Holdings Corp. III may be deemed to beneficially
own the 605,500 Shares owned by Dolphin III. In addition to his pecuniary interest in Dolphin III, as the Senior Managing Director
of Dolphin Holdings Corp. III, Mr. Netter may be deemed to beneficially own the 605,500 Shares owned by Dolphin III.
Each of the Reporting Persons,
as a member of a “group” with the other Reporting Persons for the purposes of Rule 13d-5(b)(1) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly
own, except to the extent of his or its pecuniary interest therein.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby
amended to add the following exhibit:
Exhibit 99.1 Letter
to the Board of Directors, dated October 18, 2019.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 21, 2019
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DOLPHIN LIMITED PARTNERSHIP III, L.P.
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By:
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Dolphin Associates III, LLC
General Partner
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By:
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Dolphin Holdings Corp. III
Managing Member
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By:
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/s/ Donald T. Netter
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Donald T. Netter
Senior Managing Director
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DOLPHIN ASSOCIATES III, LLC
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By:
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Dolphin Holdings Corp. III
Managing Member
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By:
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/s/ Donald T. Netter
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Donald T. Netter
Senior Managing Director
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DOLPHIN HOLDINGS CORP. III
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By:
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/s/ Donald T. Netter
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Donald T. Netter
Senior Managing Director
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/s/ Donald T. Netter
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DONALD T. NETTER
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