Amended Statement of Beneficial Ownership (sc 13d/a)
November 27 2012 - 4:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
(CUSIP NUMBER)
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Andalusian Capital Partners, LP
Two Greenwich Office Park, Suite 300
Greenwich, Connecticut 06831
Attention: Michael Reeber
Telephone Number: (212) 485-7550
Fax: (203) 724-2040
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
(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 which 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
¨
.
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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
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CUSIP No. 925284309
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13D/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andalusian Corporate Opportunities
Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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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
99,655
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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
99,655
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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 REPORTING PERSON
99,655
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.7%
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14
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TYPE OF REPORTING
PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 2 of 9
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CUSIP No. 925284309
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13D/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andalusian Capital Partners,
LP
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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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
99,655
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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
99,655
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,655
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.7%
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14
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TYPE OF REPORTING
PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 9
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CUSIP No. 925284309
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13D/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andalusian Capital Partners GP,
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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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
99,655
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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
99,655
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,655
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.7%
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14
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TYPE OF REPORTING
PERSON*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 4 of 9
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CUSIP No. 925284309
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13D/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Reeber
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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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
99,655
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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
99,655
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,655
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.7%
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14
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TYPE OF REPORTING
PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 9
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CUSIP No. 925284309
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13D/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harrison M.
Wreschner
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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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
99,655
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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
99,655
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,655
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.7%
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14
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TYPE OF REPORTING
PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 6 of 9
SCHEDULE 13D
This Amendment No. 2 (this “Amendment”) to the Schedule 13D intially filed on May 24, 2011, as subsequently amended on
September 22, 2011 (together, the “Schedule 13D”) relates to shares of Common Stock, no par value (the “Common Stock”), of Versant Corporation, a California corporation (the “Issuer”), and is being filed on behalf of
(i) Andalusian Corporate Opportunities Master Fund, L.P., a Cayman Islands limited partnership (“Andalusian Master Fund”); (ii) Andalusian Capital Partners, LP, a Delaware limited partnership and investment manager of Andalusian Master
Fund (“Andalusian Capital”); (iii) Andalusian Capital Partners GP, LLC, a Delaware limited liability company and general partner of Andalusian Capital (“Andalusian Capital GP”); (iv) Mr. Michael Reeber, a manager of Andalusian
Capital GP (“Mr. Reeber”); and (v) Mr. Harrison M. Wreschner, a manager of Andalusian Capital GP (“Mr. Wreschner”). The persons mentioned in (i) – (v) above are referred to as the “Reporting Persons.” All shares of
Common Stock reported in this Amendment are held by Andalusian Master Fund. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended as follows:
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Item 3.
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Source and Amount of Funds
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As of the date hereof, the Reporting Persons have invested in Common Stock of the Issuer in the aggregate amount of: $1,277,577.10. Currently, all Common Stock of the Issuer as of the date hereof is held
by Andalusian Master Fund. The above amount excludes any commissions incurred in making the investments. The source of these funds was the working capital of Andalusian Master Fund.
Item 5 of the Schedule 13D is hereby amended as follows:
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Item 5.
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Interest in Securities of the Issuer
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(a) As of the date hereof, (i) Andalusian Master Fund beneficially owns 99,655
shares of Common Stock of the Issuer, which represents 3.7% of the Issuer’s outstanding Common Stock, and (ii)
Andalusian Capital, Andalusian Capital GP, Mr. Reeber and Mr. Wreschner beneficially own 99,655
shares of Common Stock of the Issuer held by Andalusian Master Fund, which represents 3.7% of the Issuer’s outstanding Common Stock. These
percentage were calculated by dividing (i) the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of the date hereof, by (ii) 2,726,899 shares of Common Stock outstanding as of September 10, 2012, based upon the
Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on September 13, 2012.
(b) (i)
Andalusian Master Fund has the sole power to vote and dispose of the 99,655
shares of Common Stock of the Issuer it holds directly; and (ii) Andalusian Capital, Andalusian Capital GP, Mr. Reeber and Mr. Wreschner have the shared power to vote
and dispose of the 99,655
shares of Common Stock of the Issuer held by Andalusian Master Fund.
Page 7 of 9
The filing of this statement on Schedule 13D shall not be construed as an admission that any
of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 99,655
shares of Common Stock held by Andalusian Master Fund. Pursuant to Rule
13d-4, each of the Reporting Persons disclaims beneficial ownership.
(c) The transactions in the Issuer’s securities by
the Reporting Persons during the sixty days prior to the obligation to file this Schedule 13D are listed as Appendix 1 attached hereto and made a part hereof. The transactions in the Common Stock were effected in the open market, and the reported
price per share excludes commissions.
(d) Not Applicable.
(e) As of November 21, 2012, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s
Common Stock.
Page 8 of 9
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 27, 2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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By:
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Andalusian Corporate Opportunities
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GP, LLC, its general partner
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By:
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/s/ Michael Reeber
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Name:
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Michael Reeber
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Title:
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Manager
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ANDALUSIAN CAPITAL PARTNERS, LP
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By:
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Andalusian Capital Partners GP, LLC,
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General Partner
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By:
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/s/ Michael Reeber
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Name:
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Michael Reeber
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Title:
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Manager
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ANDALUSIAN CAPITAL PARTNERS GP, LLC
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By:
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/s/ Michael Reeber
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Name:
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Michael Reeber
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Title:
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Manager
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/s/ Michael Reeber
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Michael Reeber
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/s/ Harrison M. Wreschner
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Harrison M. Wreschner
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Page 9 of 9
APPENDIX 1
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Transaction Date
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Reporting Person
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Number of Shares
Purchased/(Sold)
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Price Per Share
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9/25/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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1262
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$
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9.7499
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9/26/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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1890
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$
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9.7000
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9/27/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(15000
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)
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$
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10.0000
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9/27/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(200
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)
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$
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9.7750
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9/28/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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4
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$
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9.9000
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10/04/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(2800
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)
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$
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11.4300
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11/06/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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500
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$
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11.5000
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11/21/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(46900
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)
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$
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12.8315
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11/23/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(6000
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)
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$
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12.8183
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11/26/2012
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ANDALUSIAN CORPORATE
OPPORTUNITIES MASTER FUND, L.P.
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(10000
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)
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$
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12.8200
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