Opentv Corp - Amended Statement of Ownership (SC 13G/A)
November 21 2007 - 2:50PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Number:
3235-0145
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Washington, D.C. 20549
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Expires:
February 28, 2009
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SCHEDULE
13G
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Estimated average burden hours per response. . 10.4
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of
Issuer)
Class A ordinary shares, no par value
(Title
of Class of Securities)
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder of this cover page shall be
filled out for a reporting persons 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. G67543101
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1.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
Discovery Equity Partners, L.P.
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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)
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o
Not Applicable
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(b)
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o
Not Applicable
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
None
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6.
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Shared Voting Power
9,399,737
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7.
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Sole Dispositive Power
None
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8.
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Shared Dispositive Power
9,399,737
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
9,399,737
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
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11.
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Percent of Class
Represented by Amount in Row (9)
8.6 %
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12.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No. G67543101
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1.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
Discovery Group I, LLC
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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)
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o
Not Applicable
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(b)
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o
Not Applicable
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
None
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6.
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Shared Voting Power
10,988,934
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7.
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Sole Dispositive Power
None
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8.
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Shared Dispositive Power
10,988,934
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
10,988,934
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
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11.
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Percent of Class
Represented by Amount in Row (9)
10.0 %
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12.
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Type of Reporting Person
(See Instructions)
OO
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3
CUSIP No. G67543101
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1.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
Daniel J. Donoghue
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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)
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o
Not Applicable
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(b)
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o
Not Applicable
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
None
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6.
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Shared Voting Power
10,988,934
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7.
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Sole Dispositive Power
None
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8.
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Shared Dispositive Power
10,988,934
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
10,988,934
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
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11.
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Percent of Class
Represented by Amount in Row (9)
10.0 %
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12.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No. G67543101
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1.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael R. Murphy
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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)
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o
Not Applicable
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(b)
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o
Not Applicable
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
None
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6.
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Shared Voting Power
10,988,934
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7.
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Sole Dispositive Power
None
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8.
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Shared Dispositive Power
10,988,934
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
10,988,934
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
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11.
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Percent of Class
Represented by Amount in Row (9)
10.0 %
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12.
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Type of Reporting Person
(See Instructions)
IN
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5
Item 1.
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(a)
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Name of Issuer
OpenTV Corp.
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(b)
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Address of Issuers
Principal Executive Offices
275 Sacramento Street, San
Francisco, California 94111
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Item 2.
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(a)
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Name of Person Filing
Discovery Equity Partners,
L.P. ("
Discovery Partners
")
Discovery Group I, LLC,
the general partner of Discovery Partners ("
Discovery Group
")
Daniel J. Donoghue, a
Managing Member of Discovery Group
Michael R. Murphy, a
Managing Member of Discovery Group
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(b)
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Address of Principal
Business Office or, if none, Residence
Discovery Partners,
Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at:
191 North Wacker Drive,
Suite 1685, Chicago, Illinois 60606
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(c)
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Citizenship
Discovery Partners is an
Illinois limited partnership
Discovery Group is a
Delaware limited liability company
Mr. Donoghue and Mr.
Murphy are U.S. citizens
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(d)
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Title of Class of
Securities
Class A ordinary shares,
no par value
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(e)
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CUSIP Number
G67543101
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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6
Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
Discovery Partners
9,399,737
Discovery Group
10,988,934
Mr. Donoghue 10,988,934
Mr. Murphy 10,988,934
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(b)
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Percent of class:
Discovery Partners 8.6 %
Discovery Group 10.0 %
Mr. Donoghue 10.0 %
Mr. Murphy 10.0 %
The foregoing percentages
are based on 109,579,861 Class A ordinary shares of the Issuer identified in
Item 1 outstanding as of September 30, 2007, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2007
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
None
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(ii)
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Shared power to vote or to
direct the vote
Discovery Partners
9,399,737
Discovery Group
10,988,934
Mr. Donoghue 10,988,934
Mr. Murphy 10,988,934
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(iii)
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Sole power to dispose or
to direct the disposition of
None
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(iv)
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Shared power to dispose or
to direct the disposition of
Discovery Partners
9,399,737
Discovery Group
10,988,934
Mr. Donoghue 10,988,934
Mr. Murphy 10,988,934
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Item 5.
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Ownership of Five Percent or Less
of a Class
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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
o
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Not Applicable
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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The shares reported herein
have been acquired on behalf of discretionary clients of Discovery Group,
including Discovery Partners. Such discretionary clients are
entitled to receive all dividends from, and proceeds from the sale of, those
shares. Except for Discovery Partners, none of those discretionary
clients, to the knowledge of Discovery Partners, Discovery Group, Mr.
Donoghue or Mr. Murphy, has an economic interest in more than 5% of the
class.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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Not Applicable
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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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.
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7
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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November
21, 2007
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Date
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DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
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Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/Robert M.
McLennan
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Robert M. McLennan
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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8
Exhibit
Index
Exhibit 1
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Joint Filing Agreement
dated as of November 21, 2007, by and among Discovery Equity Partners, L.P.;
Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 2
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Power of Attorney of
Daniel J. Donoghue, dated as of August 24, 2006
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Exhibit 3
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Power of Attorney of
Michael R. Murphy, dated as of August 24, 2006
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9
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