Edgar Online Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
September 10 2008 - 10:17AM
Edgar (US Regulatory)
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Number: 3235-0145
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UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
(Name
of
Issuer)
Common
Stock, par value $.01 per share
(Title
of
Class of Securities)
(CUSIP
Number)
Midwood
Capital Management LLC
Attn:
David E. Cohen
575
Boylston St.
4
th
Floor
Boston,
MA 02108
617-224-1751
With
a
copy to:
Peter
M.
Rosenblum, Esq.
Foley
Hoag LLP
155
Seaport Blvd.
Boston,
MA 02210
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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.
o
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 sent.
*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).
Persons
who respond to the collection of information contained in this form are
not
required
to respond unless the form displays a currently valid OMB control
number.
SEC
1746
(1-06)
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CUSIP No.
279765101
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Page
2
of
10
Pages
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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David
E. Cohen
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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)
o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
USA
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7.
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Sole Voting Power
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Number
of
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8.
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Shared
Voting Power
1,776,757
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9.
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Sole Dispositive Power
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10.
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Shared
Dispositive Power
1,776,757
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Person
With
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,776,757
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
6.7%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP No.
279765101
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Page
3
of
10
Pages
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Ross
D. DeMont
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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)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
USA
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7.
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Sole Voting Power
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Number
of
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8.
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Shared
Voting Power
1,776,757
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9.
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Sole Dispositive Power
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|
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|
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10.
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Shared
Dispositive Power
1,776,757
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Person
With
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,776,757
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
6.7%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP No.
279765101
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Page
4
of
10
Pages
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Midwood
Capital Management LLC
I.R.S.
Identification No. 14-1885029
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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)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Delaware
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7.
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Sole Voting Power
1,776,757
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Number
of
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8.
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Shared
Voting Power
|
|
|
|
|
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|
9.
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Sole Dispositive Power
1,776,757
|
|
|
|
|
|
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10.
|
Shared
Dispositive Power
|
|
Person
With
|
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,776,757
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
6.7%
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14.
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Type
of Reporting Person (See Instructions)
IA
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CUSIP No.
279765101
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Page
5
of
10
Pages
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Midwood
Capital Partners, L.P.
I.R.S.
Identification No. 27-0060548
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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)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Delaware
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7.
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Sole Voting Power
952,518
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Number
of
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8.
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Shared
Voting Power
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9.
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Sole Dispositive Power
952,518
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10.
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Shared
Dispositive Power
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Person
With
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
952,518
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
3.6%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP No.
279765101
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Page
6
of
10
Pages
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Midwood
Capital Partners QP, L.P.
I.R.S.
Identification No. 42-1657728
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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)
o
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(b)
o
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3.
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SEC Use Only
|
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|
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|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
|
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|
|
|
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6.
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Citizenship
or Place of Organization
Delaware
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7.
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Sole Voting Power
824,239
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Number
of
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8.
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Shared
Voting Power
|
|
|
|
|
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9.
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Sole Dispositive Power
824,239
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10.
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Shared
Dispositive Power
|
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Person
With
|
|
|
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
824,239
|
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
3.1%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP No. 279765101
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Page
7
of
10
Pages
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The
joint
statement on Schedule 13D as filed by David E. Cohen, Ross D. DeMont, Midwood
Capital Management LLC (“Capital”), Midwood Capital Partners, L.P. and Midwood
Capital Partners QP, L.P., (who are collectively referred to as the “Reporting
Persons”) in respect of the Common Stock, $.01 par value per share, of Edgar
Online, Inc., a Delaware corporation, is hereby amended and supplemented as
follows:
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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The
purchases of an aggregate of 1,776,757 shares of Common Stock by the Reporting
Persons were for a total purchase price of $4,138,235.74. All purchases of
Common Stock by the Reporting Persons were conducted using cash from the Midwood
Capital Partners, L.P. (“LP”) and Midwood Capital Partners QP, L.P. (“QP” and
collectively with LP, the “Funds”). The shares of Common Stock held by each of
the Funds were held in margin accounts which from time to time may have incurred
debit balances. Since other securities were held in such margin accounts, it
is
impracticable to determine the amounts, if any, borrowed with respect to such
shares of Common Stock. The cost of borrowing with respect to such margin
accounts fluctuates with the broker loan rate and the amount of the debit
balance.
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Item
5.
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Interest
in Securities of the
Issuer
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(a)
In
the
aggregate, the Reporting Persons beneficially own 1,776,757 shares of the Common
Stock of the Issuer, representing approximately 6.7% of such class of
securities. The beneficial ownership of each Reporting Person is as follows:
(i)
LP beneficially owns 952,518 shares of the Common Stock, representing
approximately 3.6% of the class, (ii) QP beneficially owns 824,239 shares of
the
Common Stock, representing approximately 3.1% of the class, and (iii) Capital,
as the sole
general
partner of each Fund, and Messrs. Cohen and DeMont, as the managers of Capital,
each beneficially own 1,776,757 shares of the Common Stock of the Issuer
representing approximately 6.7% of the class. The percentage of the Common
Stock
beneficially owned by each Reporting Person is based on a total of 26,402,915
shares of the Common Stock of the Issuer outstanding as of August 8, 2008,
as
reported in the most recent quarterly report of the Issuer on Form 10-Q for
the
quarter ended June 30, 2008.
(c)
The
following
transactions in the Common Stock were conducted by Reporting Persons from July
7, 2008 (60 days prior to the event which requires the filing of this statement)
to the date hereof:
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Person
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Date
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No.
of Shares
Purchased/(Sold)
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Purchase/(Sale)
Price
Per Share
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Midwood
Capital Partners, L.P.
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8/13/2008
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(40,208)
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$2.0000
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8/13/2008
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(1,000)
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$2.0000
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8/14/2008
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(33,844)
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$2.0001
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8/15/2008
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(3,378)
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$2.0312
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9/5/2008
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(53,854)
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$2.1900
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CUSIP No. 279765101
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Page
8
of
10
Pages
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Midwood
Capital Partners QP, L.P.
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8/13/2008
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(34,792)
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$2.0000
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8/14/2008
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(29,399)
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$2.0001
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8/15/2008
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(3,122)
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$2.0312
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9/5/2008
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(14,175)
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$2.1900
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9/5/2008
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(31,971)
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$2.1900
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Each
of
the above listed transactions was conducted in the ordinary course of business
via ordinary brokerage transactions on the open market for cash. Purchase and
sale prices do not reflect brokerage commissions paid.
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Item6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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The
Reporting Persons are parties to a Joint Filing Agreement dated January 17,
2006, a copy of which was previously filed with this Schedule 13D and is hereby
incorporated by reference herein.
Except
for the foregoing and as otherwise described in this Schedule 13D, including
the
Exhibits attached hereto, there are no contracts, arrangements, understandings,
or relationships (legal or otherwise) among the Reporting Persons, or between
any Reporting Person(s) and any third party, with respect to any securities
of
the Issuer, including, but not limited to, transfer or voting any of the
securities, finder’s fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or losses, or the giving
or
withholding of proxies.
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CUSIP No. 279765101
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Page
9
of
10
Pages
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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.
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DATE:
September
9, 2008
MIDWOOD
CAPITAL PARTNERS, L.P.
By: Midwood Capital Management, LLC
General
Partner
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By:
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/s/
David E. Cohen
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David
E. Cohen
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Manager
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MIDWOOD
CAPITAL
PARTNERS
QP, L.P.
By: Midwood Capital Management, LLC
General
Partner
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By:
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/s/
David E. Cohen
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David
E. Cohen
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Manager
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MIDWOOD
CAPITAL
MANAGEMENT,
LLC
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By:
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/s/
David E. Cohen
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David
E. Cohen
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Manager
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CUSIP No. 279765101
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Page
10
of
10
Pages
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By:
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/s/
David E. Cohen
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David
E. Cohen
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By:
|
/s/
Ross
D. DeMont
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Ross
D. DeMont
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