- Amended Statement of Beneficial Ownership (SC 13D/A)
November 04 2008 - 2:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Edgar
Online, Inc.
(Name
of
Issuer)
Common
Stock, par value $.01 per share
(Title
of
Class of Securities)
279765101
(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
617-832-1151
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
31, 2008
(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).
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CUSIP No
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279765101
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13D
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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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(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)
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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)
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o
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6
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Citizenship or Place of Organization
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USA
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7
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Sole
Voting Power
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Number of
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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0
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Each
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9
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Sole
Dispositive Power
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Reporting
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Person
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With
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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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0
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent of Class Represented by Amount
in Row
(11)
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0%
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14
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No
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279765101
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13D
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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)
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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)
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o
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6
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Citizenship or Place of Organization
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USA
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7
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Sole
Voting Power
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Number of
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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0
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Each
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9
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Sole
Dispositive Power
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Reporting
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Person
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With
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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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0
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent of Class Represented by Amount
in Row
(11)
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0%
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14
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No
.
279765101
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13D
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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
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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)
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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)
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o
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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Number of
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0
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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Each
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9
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Sole
Dispositive Power
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Reporting
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Person
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0
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With
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by
Each
Reporting Person
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0
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent of Class Represented by Amount
in Row
(11)
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0%
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14
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Type of Reporting Person (See Instructions)
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IA
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CUSIP No
.
279765101
|
13D
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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.
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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)
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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)
|
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|
|
o
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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Number of
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0
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|
|
Shares
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8
|
|
Shared Voting Power
|
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Beneficially
|
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|
Owned by
|
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|
|
|
|
|
|
|
Each
|
9
|
|
Sole
Dispositive Power
|
|
Reporting
|
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|
Person
|
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0
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With
|
10
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|
Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned
by Each
Reporting Person
|
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0
|
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|
12
|
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
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|
|
|
o
|
|
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|
13
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Percent of Class Represented by Amount
in Row
(11)
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0%
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14
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No
.
279765101
|
13D
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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.
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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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4
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Source of Funds (See Instructions)
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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)
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o
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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Number of
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0
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Shares
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8
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Shared Voting Power
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Beneficially
|
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|
Owned by
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Each
|
9
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Sole
Dispositive Power
|
|
Reporting
|
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|
Person
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0
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With
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10
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Shared Dispositive Power
|
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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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0
|
|
|
|
|
|
12
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
o
|
|
|
|
|
|
13
|
|
Percent of Class Represented by Amount
in Row
(11)
|
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0%
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14
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Type of Reporting Person (See Instructions)
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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:
|
Item
3.
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Source
and Amount of Funds or Other
Consideration
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The
Reporting Persons currently own no shares of Common Stock.
|
Item
5.
|
Interest
in Securities of the
Issuer
|
(a)
The
Reporting Person beneficially owns no shares of the Common Stock of the Issuer,
representing 0% of such class of securities.
(c)
The
following transactions in the Common Stock were conducted by Reporting Persons
since the date of the most recent amendment to this Schedule 13D:
|
Person
|
Date
|
No.
of Shares
Purchased/(Sold)
|
Purchase/(Sale)
Price
Per Share
|
|
Midwood
Capital Partners, L.P.
|
10/16/2008
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(811)
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($1.6000)
|
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10/17/2008
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(20,670)
|
($1.9983)
|
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10/20/2008
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(5,000)
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($1.9026)
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10/24/2008
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(15,451)
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($1.6593)
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10/27/2008
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(21,612)
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($1.6485)
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10/29/2008
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(40,060)
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($1.3038)
|
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10/29/2008
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(16,590)
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($1.4006)
|
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10/30/2008
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(2,886)
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($1.3363)
|
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10/31/2008
|
100
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$1.3300
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10/31/2008
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(800,820)
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($1.2500)
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11/3/2008
|
(202)
|
($1.5000)
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|
Midwood
Capital Partners QP, L.P.
|
10/16/2008
|
(489)
|
($1.6000)
|
|
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10/17/2008
|
(11,630)
|
($1.9983)
|
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10/24/2008
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(7,317)
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($1.6593)
|
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10/27/2008
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(12,188)
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($1.6485)
|
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10/29/2008
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(22,740)
|
($1.3038)
|
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10/29/2008
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(9,410)
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($1.4006)
|
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10/30/2008
|
(1,714)
|
($1.3363)
|
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|
10/31/2008
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(454,180)
|
($1.2500)
|
|
|
11/3/2008
|
(57)
|
($1.5000)
|
|
CUSIP No
.
279765101
|
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Page
8
of
10
Pages
|
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.
|
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
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.
|
CUSIP No
.
279765101
|
|
Page
9
of
10
Pages
|
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.
|
|
DATE:
November 4,
2008
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MIDWOOD
CAPITAL PARTNERS, L.P.
|
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By:
Midwood Capital Management, LLC
|
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|
General
Partner
|
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|
By:
/s/ David E. Cohen
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|
David
E. Cohen
|
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|
Manager
|
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MIDWOOD
CAPITAL
|
|
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PARTNERS
QP, L.P.
|
|
|
By:
Midwood Capital Management, LLC
|
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|
General
Partner
|
|
|
|
|
|
By:
/s/ David E. Cohen
|
|
|
David
E. Cohen
|
|
|
Manager
|
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MIDWOOD
CAPITAL
|
|
|
MANAGEMENT,
LLC
|
|
|
By:
/s/ David E. Cohen
|
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|
David
E. Cohen
|
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|
Manager
|
|
CUSIP No
.
279765101
|
|
Page
10
of
10
Pages
|
|
|
DAVID
E. COHEN
|
|
|
|
|
|
By:
/s/ David E. Cohen
|
|
|
David
E. Cohen
|
|
|
By:
/s/ Ross D. DeMont
|
|
|
Ross
D. DeMont
|
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