Amended Statement of Beneficial Ownership (sc 13d/a)
September 30 2013 - 12:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Globecomm
Systems Inc.
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(Name of Issuer)
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Common Stock,
par value $0.001 per share
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(Title of Class of Securities)
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37956X103
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(CUSIP Number)
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Mr. Charles Frumberg
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Emancipation Capital
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825
Third Avenue, 33rd Floor
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New York, New York 10022
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(212) 605-0661
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
4, 2013
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(Date of Event which Requires
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Filing of this Schedule)
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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 Rule 13d-1(e), 13d-1(f)
or 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 Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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* 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).
CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Emancipation Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(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
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 -
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12
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CHECK 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) (see Item
5)
0%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
3
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Emancipation Capital 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)
¨
(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
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 -
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12
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CHECK 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) (see Item
5)
0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Emancipation Capital Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(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
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 -
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12
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CHECK 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) (see Item
5)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
5
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Emancipation Capital SPV II 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)
¨
(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
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 -
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12
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CHECK 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) (see Item
5)
0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
6
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Charles Frumberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(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
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 -
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12
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CHECK 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) (see Item
5)
0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
7
of 9 Pages
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This Amendment No. 2 ("
Amendment No. 2
") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on October 16, 2012 (the "
Original
Schedule 13D
"), as amended by Amendment No.1 filed on November 8, 2012 ("
Amendment No. 1
" and the Original
Schedule 13D as amended hereby and by Amendment No. 1, the "
Schedule 13D
") with respect to the shares of common
stock, par value $0.001 per share (the "
Common Stock
"), of Globecomm Systems Inc., a Delaware corporation (the
"
Issuer
"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set
forth in the Schedule 13D. This Amendment No. 2 amends and restates
Item 5 as set forth below. This is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a) See Items 11 and 13 of the cover pages to
this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by
each of the Reporting Persons.
(b)
Information
concerning the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct
the vote and sole or shared power to dispose or direct the disposition is set forth in Items 7 through 10 of the cover pages to
this Schedule 13D for each such Reporting Person and is incorporated herein by reference for each such Reporting Person.
(c) Information concerning transactions in the
Common Stock effected by the Reporting Persons within the last 60 days is set forth in the table below. As of the date of this
Schedule 13D, Emancipation Master Ltd. and Emancipation Capital SPV are the only Reporting Persons and the only entities or individuals
that directly beneficially own Common Stock. Unless otherwise indicated, all transactions were effectuated in the open market through
a broker.
Emancipation Master Ltd.
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
*
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08/26/2013
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(8,370)
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13.99
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08/27/2013
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(70,750)
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13.92
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08/28/2013
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(5,300)
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13.97
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08/29/2013
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(3,450)
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14.00
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09/05/2013
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(2,200)
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13.96
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09/25/2913
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(28,750)
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13.99
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09/25/2013
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(50,000)
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14.00
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09/25/2013
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(150,000)
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13.99
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09/25/2013
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(4,050)
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14.00
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09/26/2013
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(1,010)
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14.00
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09/26/2013
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(88,163)
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13.99
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09/26/2013
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(9,617)
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13.98
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09/26/2013
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(6,938)
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13.98
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CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
8
of 9 Pages
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Emancipation Capital SPV
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
*
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08/26/2013
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(8,370)
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13.99
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08/27/2013
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(70,750)
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13.92
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08/28/2013
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(5,275)
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13.97
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08/29/2013
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(3,450)
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14.00
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09/03/2013
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(32,382)
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13.94
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09/04/2013
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(7,478)
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13.96
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09/25/2013
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(28,750)
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13.99
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09/25/2013
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(50,000)
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14.00
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09/25/2013
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(150,000)
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13.99
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09/25/2013
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(4,050)
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14.00
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09/26/2013
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(361,837)
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13.99
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* Excluding commissions.
(d) No person (other than
the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Stock.
(e) As of September 4, 2013, the Reporting Persons
ceased to beneficially own any shares of Common Stock. Accordingly, this Amendment No. 2 constitutes an exit filing for the Reporting
Persons.
CUSIP No. 37956X103
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SCHEDULE 13D/A
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Page
9
of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 30, 2013
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Emancipation Capital, LP
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By:
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Emancipation Capital LLC, its general partner
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By:
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/s/ Charles Frumberg
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Name:
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Charles Frumberg
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Title:
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Managing Member
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Emancipation Capital LLC
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By:
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/s/ Charles Frumberg
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Name:
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Charles Frumberg
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Title:
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Managing Member
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Emancipation Capital Master, Ltd.
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By:
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/s/ Charles Frumberg
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Name:
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Charles Frumberg
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Title:
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Director
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Emancipation Capital SPV II LLC
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By:
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Emancipation Capital LLC, its managing member
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By:
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/s/ Charles Frumberg
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Name:
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Charles Frumberg
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Title:
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Managing Member
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/s/ Charles Frumberg
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Charles Frumberg
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