Amended Statement of Beneficial Ownership (sc 13d/a)
28 Mars 2014 - 8:56PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment
No. 2)
*
LOOKSMART, LTD.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
543442503
(CUSIP Number)
Michael Onghai
49 Geary Street, Suite 235
San Francisco, California 94108
(415) 348-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2013
(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 Rule
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. 543442503
|
1. Names of Reporting Persons.
Snowy August Management, LLC
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
ý
|
3. SEC Use Only
|
4. Source of Funds (See Instructions)
OO
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
6. Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7. Sole Voting Power
0
|
8. Shared Voting Power
8,447,330
|
9. Sole Dispositive Power
0
|
10. Shared Dispositive Power
8,447,330
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,447,330
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13. Percent of Class Represented by Amount in Row (11)
48.8%
|
14. Type of Reporting Person (See Instructions)
OO/IA
|
CUSIP No. 543442503
|
1. Names of Reporting Persons.
Michael Onghai
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
ý
|
3. SEC Use Only
|
4. Source of Funds (See Instructions)
PF/OO
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
6. Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7. Sole Voting Power
0
|
8. Shared Voting Power
9,369,142
|
9. Sole Dispositive Power
0
|
10. Shared Dispositive Power
9,369,142
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,369,142
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13. Percent of Class Represented by Amount in Row (11)
54.1%
|
14. Type of Reporting Person (See Instructions)
IN
|
EXPLANATORY NOTE
This Amendment No.
2 to Schedule 13D (“Amendment No. 2”) is jointly filed with respect to the Reporting Persons beneficial ownership of
common stock, par value $0.001 per share, of LookSmart Ltd. (“LookSmart” or the “Issuer”). This Amendment
No. 2 amends and supplements the Schedule 13D previously filed on April 5, 2011 (the “Schedule 13D” as amended by Amendment
No. 1 filed on April 17, 2012 (“Amendment No. 1”). Each Item below amends and supplements the information disclosed
under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in
this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D, as amended by Amendment
No. 1. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting
Persons in the Schedule 13D, as amended by Amendment No. 1.
Item 2. Identity and Background.
The present principal
occupation of Mr. Onghai is serving as the Chief Executive Officer of LookSmart, Ltd. The address of the principal office or business
address of each Reporting Person is 49 Geary Street, Suite 235, San Francisco, California 94108.
Item 3. Source and Amount of Funds or
Other Consideration.
The source and amount
of funds (excluding commissions) used to effect the closing of the tender offer is described below in Item 4.
Item 4. Purpose of Transaction.
Reference is made to
the filings made on January 17, 2013 by Platinum Partners Value Arbitrage Fund L.P. on Schedule 13D/A and on January 18, 2013 by
the Issuer on Form 8-K, which filings describe the closing of the tender offer pursuant to which the Reporting Persons and others
acquired control of the Issuer, and the subsequent dissolution of the group that had been formed to effect the transaction.
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)
|
(i) Snowy August Management, LLC beneficially owns 8,447,330 shares of the
Issuer’s common stock, representing 48.8% of all of the outstanding shares of common stock of the Issuer.
|
(ii) Michael Onghai beneficially
owns 9,369,142 shares of the Issuer’s common stock, representing 54.1% of all of the outstanding shares of common stock of
the Issuer.
(iii) Collectively, the Reporting
Persons beneficially own 9,369,142 shares of the Issuer’s common stock, representing 54.1% of all of the outstanding shares
of common stock of the Issuer.
The percentages set forth in this response
are based on the 17,208,059 shares of Issuer common stock outstanding as of November 11, 2013, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 as filed with the SEC on November 14, 2013.
(b) Mr. Onghai may be deemed to share with
Snowy August Management, LLC the power to vote or direct the vote of and to dispose or direct the disposition of the 8,447,330
shares of common stock beneficially owned by Snowy August Management, LLC as reported herein. Mr. Onghai may also be deemed to
share the power to vote or direct the vote of and to dispose or direct the disposition of an additional 921,812 shares of common
stock, as reported herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended
and restated in its entirety as follows: Each exhibit is incorporated as described below.
Exhibit No.
|
Description
|
24.1
|
Joint Filing Agreement and Power of Attorney (previously filed and incorporated by reference from Amendment No. 1 filed on Schedule 13D/A dated April 16, 2012)
|
Remainder of Page Intentionally Left
Blank.
Signature Page(s) to Follow.
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.
|
Snowy August Management LLC
|
|
|
|
|
|
|
By:
|
/s/ Michael Onghai
|
|
|
|
Name: Michael Onghai
|
|
|
|
Title: Manager
|
|
|
|
Date: March 28, 2014
|
|
|
|
|
|
|
Michael Onghai
|
|
|
|
|
|
|
By:
|
/s/ Michael Onghai
|
|
|
|
Name: Michael Onghai
|
|
|
|
Date: March 28, 2014
|
|
Remainder
of Page Intentionally Left Blank.
Exhibit Index to Follow.
EXHIBIT INDEX
Exhibit No.
|
Description
|
24.1
|
Joint Filing Agreement and Power of Attorney (previously filed and incorporated by reference from Amendment No. 1 filed on Schedule 13D/A dated April 16, 2012)
|
Remainder of Page Intentionally Left
Blank.
Looksmart (NASDAQ:LOOK)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Looksmart (NASDAQ:LOOK)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024