- Statement of Ownership (SC 13G)
December 04 2009 - 3:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
CDC Software Corporation
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
12507Y108
(CUSIP Number)
November 2, 2009
(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)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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. 12507Y108 SCHEDULE 13G Page 2 of 6
1. Name of Reporting Person
Harvest Capital Strategies LLC
IRS Identification No. of Above Person
94-3342119
2. Check the Appropriate Box if a member of a Group
(a) [ ]
(b) [ ]
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
516,155
6. Shared Voting Power
0
7. Sole Dispositive Power
516,155
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
516,155
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
10.8%
12. Type of Reporting Person
IA
CUSIP No. 12507Y108 SCHEDULE 13G Page 3 of 6
Item 1(a). Name of Issuer:
CDC Software Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
11/F, ING Tower, 308 Des Voeux Road, Central Hong Kong
Item 2(a). Names of Person Filing:
Harvest Capital Strategies LLC ("HCS")
Item 2(b). Address of Principal Business Office or, if none, Residence:
600 Montgomery Street, Suite 2000
San Francisco, CA 94111
Item 2(c). Citizenship:
HCS - Delaware
Item 2(d). Title of Class of Securities:
Class A Ordinary Shares
Item 2(e). CUSIP Number:
12507Y108
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 .
(e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
CUSIP No. 12507Y108 SCHEDULE 13G Page 4 of 6
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2) of this
Schedule 13G, which Items are incorporated by reference herein.
HCS is filing this Schedule 13G because it acts as the investment
adviser of one or more investment partnerships, pooled investment vehicles
and/or one or more client accounts that beneficially hold common stock that
equal the aggregate amount set forth on page 2 of this Schedule 13G (the
"Securities"). As investment advisor, HCS has been granted the authority to
dispose of and vote the Securities. The investment partnerships, pooled
investment vehicles and/or client accounts have the right to receive (or the
power to direct the receipt of) dividends received in connection with
ownership of the Securities, and the proceeds from the sale of the
Securities.
Under the definition of "beneficial ownership" in Rule 13d-3 under the
Securities Exchange Act of 1934, it is also possible that one or more
members, executive officers or employees of HCS might be deemed a
"beneficial owner" of some or all of the securities to which this Schedule
relates in that they might be deemed to share the power to direct the voting
or disposition of such securities. Neither the filing of this Schedule nor
any of its contents shall be deemed to constitute an admission that any of
such individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial ownership is
expressly disclaimed. Further, any such person and/or other persons
associated with the Reporting Person or its affiliates may beneficially own
additional securities of the Issuer, which securities are not reflected in
this Statement and Reporting Person, its affiliates and such persons
expressly disclaim any "group" status or shared investment control with
respect to such securities.
CUSIP No. 12507Y108 SCHEDULE 13G Page 5 of 6
The calculation of percentage of beneficial ownership in item 11 of
page 2 was derived from the Issuer's 424B4 filed with the Securities and
Exchange Commission on August 6, 2009 in which the Issuer stated that the
number of shares of its Class A ordinary stock outstanding at August 5, 2009
was 4,800,000 shares.
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.
HCS is filing this Schedule 13G because, as the investment adviser
of one or more investment partnerships, pooled investment vehicles and/or
one or more client accounts that beneficially hold the Securities, HCS has
been granted the authority to dispose of and vote such Securities. The
investment partnerships and/or client accounts have the right to receive (or
the power to direct the receipt of) dividends received in connection with
ownership of the Securities, and the proceeds from the sale of the
Securities.
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 acquired and are held in the
ordinary course of business and 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. 12507Y108 SCHEDULE 13G Page 5 of 6
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: December 4, 2009
HARVEST CAPITAL STRATEGIES LLC
By: /s/ Kevin C. Lynch
Kevin C. Lynch
Its: Chief Operating Officer
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