- Amended Statement of Beneficial Ownership (SC 13D/A)
June 01 2009 - 4:51PM
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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Estimated average burden hours per response. . 14.5
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
Michael
R. Murphy
Discovery
Group I, LLC
191
North Wacker Drive
Suite
1685
Chicago,
Illinois 60606
Telephone
Number: (312) 265-9600
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.
866615107
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1.
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Names of Reporting Persons.
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
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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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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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
2,164,126
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,164,126
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,164,126
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.9%
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14.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No.
866615107
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1.
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Names of Reporting Persons.
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
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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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
None.
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8.
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Shared Voting Power
2,520,718
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,520,718
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,520,718
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
OO
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3
CUSIP No.
866615107
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1.
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Names of Reporting Persons.
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
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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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
None.
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8.
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Shared Voting Power
2,520,718
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,520,718
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,520,718
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No.
866615107
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1.
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Names of Reporting Persons.
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
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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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
None.
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8.
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Shared Voting Power
2,520,718
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,520,718
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,520,718
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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5
Item 1.
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Security and Issuer
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This Amendment No. 4 to Schedule 13D (
Amendment No. 4
) relates to the
Common Stock, par value $0.001 per share (the
Common Stock
), of SumTotal Systems, Inc., a Delaware
corporation (the
Company
),
which has its principal executive offices at 1808 North Shoreline Boulevard,
Mountain View, California 94043. This Amendment No. 4 amends and
supplements, as set forth below, the information contained in items 1, 3, 5
and 6 of the Schedule 13D filed by the Reporting Persons with respect to the
Company on November 10, 2008, as amended by Amendment No. 1 thereto
filed by the Reporting Persons with respect to the Company on
November 17, 2008, Amendment No. 2 thereto filed by the Reporting
Persons with respect to the Company on January 26, 2009 and Amendment
No. 3 thereto filed by the Reporting Persons with respect to the Company
on April 6, 2009 (as so amended, the
Schedule
13D
). All capitalized terms used herein but not defined herein
have the meanings set forth in the Schedule 13D. Except as amended by this
Amendment No. 4, all information contained in the Schedule 13D is, after
reasonable inquiry and to the best of the Reporting Persons knowledge and
belief, true, complete and correct as of the date of this Amendment No. 4.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
The total purchase price for the 2,520,718 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of May 29, 2009 was approximately $8,873,104, and the total purchase price for the 2,164,126 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $7,624,380. The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the
Partnerships
) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions. The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to read in its entirety
as follows:
The information concerning percentages of ownership set forth below
is based on 31,236,602 shares of Common Stock reported outstanding as of
May 1, 2009 in the Companys most recent Quarterly Report on
Form 10-Q, for the period ended March 31, 2009.
Discovery Equity Partners beneficially owns 2,164,126 shares of
Common Stock as of May 29, 2009, which represents 6.9% of the
outstanding Common Stock.
Discovery Group beneficially owns 2,520,718 shares of Common Stock as
of May 29, 2009, which represents 8.1% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 2,520,718 shares of Common Stock
as of May 29, 2009, which represents 8.1% of the outstanding Common
Stock.
Mr. Murphy beneficially owns 2,520,718 shares of Common Stock as
of May 29, 2009, which represents 8.1% of the outstanding Common Stock.
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6
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Discovery Group is the sole general partner of Discovery Equity
Partners and has sole discretionary investment authority with respect to the
other Partnerships investment in the Common Stock. Messrs. Donoghue and
Murphy are the sole managing members of Discovery Group. As a consequence,
Discovery Group and Messrs. Donoghue and Murphy may be deemed to share
beneficial ownership of all of the shares of Common Stock owned by both of
the Partnerships, while Discovery Equity Partners shares beneficial ownership
with Discovery Group and Messrs. Donoghue and Murphy of only the shares
of Common Stock owned by it.
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The
transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on
Schedule 13D are set out in
Exhibit 1
hereto.
No person
other than the Partnerships is known to any Reporting Person to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the shares of Common Stock reported herein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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Item 6 of
the Schedule 13D is hereby amended to read in its entirety as follows:
There are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between or among any of the Reporting Persons and any other person with
respect to any securities of the Company other than the governing documents
of Discovery Group and the Partnerships, the margin loan facilities referred
to under Item 3 above, the Joint Filing Agreements of the Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the
Joint Filing Agreement of the Reporting Persons with respect to this
Amendment No. 4 included as
Exhibit 2
to this Amendment
No. 4, and the Powers of Attorney granted by Messrs Donoghue and Murphy
with respect to reports under Section 13 of the Securities Exchange Act
of 1934, as amended, which Powers of Attorney are included as
Exhibit 3
and
Exhibit 4
, respectively, to this Amendment No. 4.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List
of transactions by Reporting Persons in the Companys Common Stock since the
date of the most recent filing on Schedule 13D.
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Exhibit 2:
Joint Filing Agreement
dated as of June 1, 2009, by and among Discovery Equity Partners;
Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4: Power
of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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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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June 1, 2009
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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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By: 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/ Mark Buckley
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Mark Buckley
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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List of transactions by Reporting Persons in the Companys Common
Stock since the date of the most
recent filing on Schedule 13D.
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Exhibit 2
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Joint Filing Agreement dated as of June 1, 2009, by and among
Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael
R. Murphy.
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Exhibit 3
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Power of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit 4
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Power of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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9
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