Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 4:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Viggle Inc.
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
92672V105
(CUSIP Number)
December 31, 2014
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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).
(Continued on following pages)
Page 1
of 12 Pages
Exhibit Index Contained on Page 10
CUSIP NO. 92672V105 |
13 G |
Page 2 of 12 |
1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel IX L.P. (“A9”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares. |
|
6 |
SHARED VOTING POWER
0 shares. |
|
7 |
SOLE DISPOSITIVE POWER
0 shares. |
|
8 |
SHARED DISPOSITIVE POWER
0 shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING PERSON* PN |
CUSIP NO. 92672V105 |
13 G |
Page 3 of 12 |
1 |
NAME
OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
IX Strategic Partners L.P. (“A9SP”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares. |
|
6 |
SHARED VOTING POWER
0 shares. |
|
7 |
SOLE DISPOSITIVE POWER
0 shares. |
|
8 |
SHARED DISPOSITIVE POWER
0 shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING PERSON* PN |
CUSIP NO. 92672V105 |
13 G |
Page 4 of 12 |
1 |
NAME
OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
IX Associates L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares. |
|
6 |
SHARED VOTING POWER
0 shares. |
|
7 |
SOLE DISPOSITIVE POWER
0 shares. |
|
8 |
SHARED DISPOSITIVE POWER
0 shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING PERSON* OO |
CUSIP NO. 92672V105 |
13 G |
Page 5 of 12 |
1 |
NAME
OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
Investors 2007 L.L.C. (“AI07”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 shares. |
|
6 |
SHARED VOTING POWER
0 shares. |
|
7 |
SOLE DISPOSITIVE POWER
0 shares. |
|
8 |
SHARED DISPOSITIVE POWER
0 shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING PERSON* 00 |
CUSIP NO. 92672V105 |
13 G |
Page 6 of 12 |
This Amendment No. 2 amends the statement on Schedule 13G
filed by Accel IX L.P., Accel IX Strategic Partners L.P., Accel IX Associates L.L.C. and Accel Investors 2007 L.L.C. The foregoing
entities are collectively referred to as the “Reporting Persons.”
ITEM 1(A). |
NAME OF ISSUER |
Viggle Inc.
ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
|
902 Broadway, 11th Floor |
|
New York, New York 10010 |
ITEM 2(A). |
NAME OF PERSONS FILING |
This Schedule 13G is filed by Accel IX
L.P., a Delaware limited partnership (“A9”), Accel IX Strategic Partners L.P., a Delaware limited partnership (“A9SP”),
Accel IX Associates L.L.C., a Delaware limited liability company (“A9A”), and Accel Investors 2007 L.L.C., a Delaware
limited liability company (“AI07”). The foregoing entities and individual are collectively referred to as the “Reporting
Persons.”
A9A is the general partner of A9 and A9SP,
and except as otherwise provided in Row 5 and Row 6 of the cover page for each Reporting Person, may be deemed to have sole power
to vote and sole power to dispose of shares of the issuer directly owned by A9 and A9SP.
ITEM 2(B). |
ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
Accel Partners
428 University Avenue
Palo Alto, CA 94301
A9 and A9SP are Delaware limited partnerships. A9A and AI07
are Delaware limited liability companies.
ITEM 2(D) |
TITLE OF CLASS OF SECURITIES |
Common Stock, $0.0001 par value
92672V105
ITEM 3. |
Not Applicable |
|
|
ITEM 4. |
OWNERSHIP |
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2014.
|
(a) |
Amount beneficially owned: |
See Row 9 of cover page for each Reporting
Person.
CUSIP NO. 92672V105 |
13 G |
Page 7 of 12 |
See Row 11 of cover page for each Reporting
Person.
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote or to direct the vote: |
|
|
|
|
|
See Row 5 of cover page for each Reporting Person. |
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
|
|
|
|
|
See
Row 6 of cover page for each Reporting Person. |
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
|
|
|
|
|
See Row 7 of cover page for each Reporting Person. |
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: |
|
|
|
|
|
See Row 8 of cover page for each Reporting Person. |
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 Yes
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth
in the limited partnership agreements of A9 and A9SP, and the limited liability company agreements of A9A and AI07, the general
partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive
dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
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.
CUSIP NO. 92672V105 |
13 G |
Page 8 of 12 |
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.
CUSIP NO. 92672V105 |
13 G |
Page 9 of 12 |
SIGNATURES
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 13, 2015
Entities: |
Accel IX L.P. |
|
Accel IX Strategic Partners L.P. |
|
Accel IX Associates L.L.C. |
|
Accel Investors 2007 L.L.C. |
|
By: |
/s/ Tracy L. Sedlock |
|
|
Tracy L. Sedlock, Attorney-in-fact for |
|
|
the above-listed entities |
CUSIP NO. 92672V105 |
13 G |
Page 10 of 12 |
EXHIBIT INDEX
Exhibit |
|
Found on
Sequentially
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
11 |
|
|
|
Exhibit B: Power of Attorney |
|
12 |
CUSIP NO. 92672V105 |
13 G |
Page 11 of 12 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Viggle Inc. shall be filed on behalf
of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate
agencies.
CUSIP NO. 92672V105 |
13 G |
Page 12 of 12 |
exhibit B
Power of Attorney
Tracy L. Sedlock has signed
this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate
agencies.