0001104659-06-030643.txt : 20060503 0001104659-06-030643.hdr.sgml : 20060503 20060503124033 ACCESSION NUMBER: 0001104659-06-030643 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN GROUP MEMBERS: TRIGRAN INVESTMENTS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC LEARNING CORP CENTRAL INDEX KEY: 0001042173 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943234458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58137 FILM NUMBER: 06802561 BUSINESS ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: STE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 BUSINESS PHONE: 5104443500 MAIL ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: SUITE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trigran Investments, Inc. CENTRAL INDEX KEY: 0001336800 IRS NUMBER: 363825728 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 BUSINESS PHONE: 8472518300 MAIL ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 SC 13G/A 1 a06-10933_2sc13ga.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Scientific Learning Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

808760102

(CUSIP Number)

April 27, 2006

(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	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*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 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. 808760102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Trigran Investments, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illionois company

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,730,910 shares of Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,730,910 shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,910 shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.3% as of the date of this filing (based on 16,799,058 shares of Common Stock issued and outstanding as of January 1, 2006).

	12.	Type of Reporting Person (See Instructions) CO

CUSIP No. 808760102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Trigran Investments L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois company

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,201,000 shares of Common Stock

			6.		Shared Voting Power 529,910 shares of Common Stock

			7.		Sole Dispositive Power 1,201,000 shares of Common Stock

			8.		Shared Dispositive Power 529,910 shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,910 shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.3% as of the date of this filing (based on 16,799,058 shares of Common Stock issued and outstanding as of January 1, 2006).

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 808760102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Douglas Granat

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,730,910 shares of Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,730,910 shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,910 shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.3% as of the date of this filing (based on 16,799,058 shares of Common Stock issued and outstanding as of January 1, 2006).

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 808760102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lawrence A. Oberman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,730,910 shares of Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,730,910 shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,910 shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.3% as of the date of this filing (based on 16,799,058 shares of Common Stock issued and outstanding as of January 1, 2006).

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Scientific Learning Corp.
	(b)	Address of Issuer’s Principal Executive Offices 300 Frank H. Ogawa Plaza, Suite 500 Oakland, CA 94612

Item 2.
	(a)	Name of Person Filing
	(b)	Address of Principal Business Office or, if none, Residence
	(c)	Citizenship Trigran Investments, Inc. 3201 Old Glenview Road, Suite 235 Wilmette, Illinois 60091 Illinois company Trigran Investments, L.P. 3201 Old Glenview Road, Suite 235 Wilmette, Illinois 60091 Illinois limited partnership Douglas Granat 3201 Old Glenview Road, Suite 235 Wilmette, Illinois 60091 U.S. Citizen Lawrence A. Oberman 3201 Old Glenview Road, Suite 235 Wilmette, Illinois 60091 U.S. Citizen
	(d)	Title of Class of Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 808760102

Item 3.	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:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership: Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II. As of the date of this filing, Trigran Investments, L.P. directly owns 1,201,000 shares (representing approximately 7.1% of the outstanding shares of the issuer), Trigran Investments, L.P. II directly owns 529,910 shares (representing approximately 3.2% of the outstanding shares of the issuer). Douglas Granat and Lawrence A. Oberman are the controlling shareholders and sole directors of Trigran Investments, Inc.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	Incorporated by reference to Items (5) - (9) and (11) of the cover page relating to each filing person.

Item 5.	Ownership of Five Percent or Less of a Class
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.
Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable.

Item 8.	Identification and Classification of Members of the Group
Not Applicable.

Item 9.	Notice of Dissolution of Group
Not Applicable.

Item 10.	Certification
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.

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.

Dated this 3rd day of May, 2006

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman
Name: Lawrence A. Oberman
Its: Executive Vice President


TRIGRAN INVESTMENTS, L.P.

By:	/s/ Lawrence A. Oberman
Name: Lawrence A. Oberman
Its: Director


/s/ Lawrence A. Oberman
Lawrence A. Oberman


/s/ Douglas Granat
Douglas Granat

INDEX TO EXHIBITS				Page

EXHIBIT 1: Agreement to Make a Joint Filing				10

EX-1 2 a06-10933_2ex1.htm EX-1

Exhibit 1

MAY 3, 2006

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., TRIGRAN INVESTMENTS, L.P., DOUGLAS GRANAT, AND LAWRENCE A. OBERMAN each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman
	Name: Lawrence A. Oberman
	Title: Executive Vice President

TRIGRAN INVESTMENTS, L.P.,

By:	/s/ Lawrence A. Oberman
	Name: Lawrence A. Oberman
	Title: Director


DOUGLAS GRANAT

	/s/ Douglas Granat

LAWRENCE A. OBERMAN

	/s/ Lawrence A. Oberman