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. ☐
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. 88368Q103
|
|
13D
|
|
Page 1 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
TCV VI, L.P.
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
5,951,946
|
|
8
|
|
Shared Voting Power
0
|
|
9
|
|
Sole Dispositive Power
5,951,946
|
|
10
|
|
Shared Dispositive Power
0
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,951,946
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.1%
|
14
|
|
Type of Reporting Person
PN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 2 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
TCV Member Fund, L.P.
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
48,054
|
|
8
|
|
Shared Voting Power
0
|
|
9
|
|
Sole Dispositive Power
48,054
|
|
10
|
|
Shared Dispositive Power
0
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
48,054
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.1%
|
14
|
|
Type of Reporting Person
PN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 3 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
Technology Crossover Management VI, L.L.C.
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,000,000
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,000,000
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.2%
|
14
|
|
Type of Reporting Person
OO
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 4 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
TCV VI Management, L.L.C.
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
152
,377
|
|
8
|
|
Shared Voting Power
0
|
|
9
|
|
Sole Dispositive Power
152
,377
|
|
10
|
|
Shared Dispositive Power
0
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.3%
|
14
|
|
Type of Reporting Person
OO
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 5 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
Jay C. Hoag
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,152,377
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,152,377
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.6%
|
14
|
|
Type of Reporting Person
IN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 6 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
Richard H. Kimball
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,152,377
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,152,377
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.6%
|
14
|
|
Type of Reporting Person
IN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 7 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
John L. Drew
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,15
2
,377
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,152
,377
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.6%
|
14
|
|
Type of Reporting Person
IN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 8 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
Jon Q. Reynolds, Jr.
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,152,377
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,152,377
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.6%
|
14
|
|
Type of Reporting Person
IN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 9 of 15 Pages
|
|
|
|
|
|
|
|
1
|
|
Names of
Reporting Persons
Robert W. Trudeau
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
|
4
|
|
Source of Funds (See Instructions)
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or Place of
Organization
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
6,152,377
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
6,152,377
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,152
,377
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
12.6%
|
14
|
|
Type of Reporting Person
IN
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 10 of 15 Pages
|
Explanatory Note
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends and supplements the Statement on Schedule 13D filed
with the United States Securities and Exchange Commission on November 27, 2007, as amended to date (the Schedule 13D), by TCV VI, L.P. (TCV VI), TCV Member Fund, L.P. (Member Fund, and together with TCV VI,
the TCV VI Funds), Technology Crossover Management VI, L.L.C. (Management VI), TCV VI Management, L.L.C. (TCV VI Management), Jay C. Hoag (Mr. Hoag), Richard H. Kimball
(Mr. Kimball), John L. Drew (Mr. Drew), Jon Q. Reynolds, Jr. (Mr. Reynolds), and Robert W. Trudeau (Mr. Trudeau) (together, the Reporting Persons), relating to the
Common Stock (the Common Stock) of TheStreet, Inc. (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby amended and
supplemented by adding the following:
Item 4 summarizes certain provisions of the Exchange Agreement (as defined below) and is
incorporated herein by reference.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following:
Exchange Agreement
On
November 10, 2017, TCV VI and Member Fund entered into an exchange agreement with the Issuer (the Exchange Agreement) pursuant to which, among other things, all 5,500 outstanding shares of Series B convertible preferred stock of the
Company (the Series B Preferred Stock) held by the TCV VI Funds were exchanged for an aggregate of (i) 6,000,000 shares of Common Stock and (ii) cash consideration in the amount of $20,000,000.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement filed as an exhibit to this Statement and incorporated herein by reference.
Director Appointment Right
The holders of Series B Preferred Stock previously had the right to elect one director on an annual basis (the Director Appointment
Right). Christopher Marshall, who served as such Series B Preferred Stock director, resigned from the board of directors of the Issuer on March 31, 2013. No individual was ever elected to fill the vacancy following the resignation of
Mr. Marshall. The Series B Preferred Stock is no longer outstanding following the exchange of the Series B Preferred Stock for Common Stock pursuant to the Exchange Agreement, and therefore the Director Appointment Right has
terminated.
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 11 of 15 Pages
|
General
Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open
market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the Securities Act), in privately negotiated transactions or otherwise and/or
investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of their shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately
negotiated transactions to the Company or third parties or through distributions to their respective partners or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons review of numerous
factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Companys business, financial condition, operating results and prospects; the relative
attractiveness of alternative business and investment opportunities; and other future developments.
In addition, the Reporting Persons
may engage in discussions with management, shareholders and the board of directors of the Issuer and other relevant parties regarding potential corporate transactions, such as: a merger or reorganization or other transactions that could result in
the
de-listing
or
de-registration
of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or
other material changes to the Issuers business or corporate structure, including changes in management or the composition of the board of directors of the Issuer.
Except as set forth above and as set forth in the Reporting Persons initial statement on Schedule 13D filed with the United States
Securities and Exchange Commission on November 27, 2007 and Amendment No. 1, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 12 of 15 Pages
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) (b)
The
following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which
each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date
hereof, based on 49,013,925 shares of Common Stock outstanding as of November 10, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
beneficially
owned
|
|
|
Percent
of class
|
|
|
Sole
power to
vote or to
direct the
vote
|
|
|
Shared
power to
vote or to
direct the
vote
|
|
|
Sole power
to dispose
or to
direct the
disposition
|
|
|
Shared
power to
dispose or
to direct
the
disposition
|
|
TCV VI. L.P.
|
|
|
5,951,946
|
|
|
|
12.1
|
%
|
|
|
5,951,946
|
|
|
|
0
|
|
|
|
5,951,946
|
|
|
|
0
|
|
TCV Member Fund, L.P.
|
|
|
48,054
|
|
|
|
0.1
|
%
|
|
|
48,054
|
|
|
|
0
|
|
|
|
48,054
|
|
|
|
0
|
|
Technology Crossover Management VI, L.L.C.
|
|
|
6,000,000
|
|
|
|
12.2
|
%
|
|
|
0
|
|
|
|
6,000,000
|
|
|
|
0
|
|
|
|
6,000,000
|
|
TCV VI Management, L.L.C.
|
|
|
152,377
|
|
|
|
0.3
|
%
|
|
|
152,377
|
|
|
|
0
|
|
|
|
152,377
|
|
|
|
0
|
|
Jay C. Hoag
|
|
|
6,152,377
|
|
|
|
12.6
|
%
|
|
|
0
|
|
|
|
6,152,377
|
|
|
|
0
|
|
|
|
6,152,377
|
|
Richard H. Kimball
|
|
|
6,152,377
|
|
|
|
12.6
|
%
|
|
|
0
|
|
|
|
6,152,377
|
|
|
|
0
|
|
|
|
6,152,377
|
|
John L. Drew
|
|
|
6,152,377
|
|
|
|
12.6
|
%
|
|
|
0
|
|
|
|
6,152,377
|
|
|
|
0
|
|
|
|
6,152,377
|
|
Jon Q. Reynolds, Jr.
|
|
|
6,152,377
|
|
|
|
12.6
|
%
|
|
|
0
|
|
|
|
6,152,377
|
|
|
|
0
|
|
|
|
6,152,377
|
|
Robert W. Trudeau
|
|
|
6,152,377
|
|
|
|
12.6
|
%
|
|
|
0
|
|
|
|
6,152,377
|
|
|
|
0
|
|
|
|
6,152,377
|
|
TCV VI is the record holder of 5,951,946 shares of Common Stock, Member Fund is the record holder of 48,054
shares of Common Stock, and TCV VI Management is the record holder of 152,377 shares of Common Stock.
Management VI, as the general
partner of TCV VI and a general partner of the Member Fund, may be deemed to share beneficial ownership of the shares held by the TCV VI Funds. Management VI disclaims any such beneficial ownership.
The Management VI Members are Class A Members of Management VI and, in such capacity, each may be deemed to share beneficial ownership of
the shares of Common Stock held by the TCV VI Funds. Additionally, each of the Management VI Members are Members of TCV VI Management and, in such capacity, each may be deemed to share beneficial ownership of the shares of Common Stock held by TCV
VI Management. Each of the Management VI Members disclaims any such beneficial ownership.
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 13 of 15 Pages
|
(c)
|
Except as described in Item 4, during the past 60 days none of the Reporting Persons has effected any transactions in the Common Stock.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item
6 of the Schedule 13D is hereby amended and supplemented by adding the following:
Item 4 summarizes certain provisions of the Exchange
Agreement and is incorporated herein by reference. The Exchange Agreement is attached as an exhibit to this Statement and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
|
Materials to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following:
|
|
|
Exhibit
Number
|
|
Description
|
|
|
8
|
|
Exchange Agreement, dated as of November 10, 2017, by and among TheStreet, Inc., TCV VI, L.P. and TCV Member Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K
filed by TheStreet, Inc. (File
No. 000-25779)
on November 13, 2017).
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 14 of 15 Pages
|
SIGNATURES
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 14, 2017
|
|
|
TCV VI, L.P.
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
TCV MEMBER FUND, L.P.
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
TECHNOLOGY CROSSOVER MANAGEMENT VI, L.L.C.
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
TCV VI MANAGEMENT, L.L.C.
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
JAY C. HOAG
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
CUSIP No. 88368Q103
|
|
13D
|
|
Page 15 of 15 Pages
|
|
|
|
RICHARD H. KIMBALL
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
JOHN L. DREW
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
JON Q. REYNOLDS, JR.
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|
|
ROBERT W. TRUDEAU
|
|
|
By:
|
|
/s/ Frederic D. Fenton
|
Name:
|
|
Frederic D. Fenton
|
Title:
|
|
Authorized Signatory
|