0001080056-11-000008.txt : 20110405 0001080056-11-000008.hdr.sgml : 20110405 20110405163826 ACCESSION NUMBER: 0001080056-11-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110405 DATE AS OF CHANGE: 20110405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER JAMES J CENTRAL INDEX KEY: 0001014001 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: THESTREET.COM STREET 2: 14 WALL ST CITY: NEW YORK STATE: NY ZIP: 10005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THESTREET COM CENTRAL INDEX KEY: 0001080056 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 061515824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56341 FILM NUMBER: 11740527 BUSINESS ADDRESS: STREET 1: 14 WALL ST 14TH FL CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212 321 5000 MAIL ADDRESS: STREET 1: 14 WALL ST 14TH FL CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A schedule13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
 
TheStreet.com, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
88368Q103
(CUSIP Number)
 
March 14, 2011
(Date of Event Which Requires Filing of this Statement)
 
James J. Cramer
c/o TheStreet.com, Inc.
14 Wall Street, 15th Floor
New York, NY 10005
 
with a copy to:
 
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY 10004
Telephone:  (212) 837-6000
Attn:  Gary J. Simon
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
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   .

 
 
 
 

 
SCHEDULE 13D
CUSIP No. 88368Q103
  
Page 2 of 5



1
NAME OF REPORTING PERSONS
James J. Cramer
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)£
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
1,914,214
 
8
SHARED VOTING POWER
556,850
9
SOLE DISPOSITIVE POWER
1,914,214
10
SHARED DISPOSITIVE POWER
556,850
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,471,064
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14
TYPE OF REPORTING PERSON*
IN

 
 
 
 

 
SCHEDULE 13D
CUSIP No. 88368Q103
  
Page 3 of 5



1
NAME OF REPORTING PERSONS
Cramer Partners, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)£
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
556,850
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
556,850
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,850
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14
TYPE OF REPORTING PERSON*
OO



 
 
 
 

 
SCHEDULE 13D
CUSIP No. 88368Q103
  
Page 4 of 5


 

 
 
Introduction
 
This Amendment No. 4 relates to the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on January 10, 2000 (as amended to date, the “Schedule 13D”).  Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D.
 
Item 4.
Purpose of the Transaction
 
Item 4 is hereby amended by adding the following at the end of Item 4:
 
On March 14, 2011, Mr. Cramer adopted a prearranged trading plan (the “Plan”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML”) to sell 35,000 shares per month of Common Stock of the Issuer, subject to a threshold market price, in accordance with Rule 10b5-1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended.  The Plan specifies the timing and threshold market price for the sales, subject to the terms and conditions of the Plan, and provides that any shares not sold during a month may be sold in future months, subject to the terms and conditions of the Plan.  Mr. Cramer has no control over the timing of the stock sales under the Plan.  Mr. Cramer does, however, retain the right to amend or terminate the Plan in accordance with Rule 10b5-1.  The Plan is scheduled to terminate on April 30, 2012 unless earlier terminated or amended by Mr. Cramer or ML.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
The percentages used herein are calculated based upon the 31,933,893 shares of Common Stock issued and outstanding as of March 9, 2011, as reported on the Issuer’s Report on Form 10-K for the period ended December 31, 2011, as filed on March 14, 2011 with the Securities and Exchange Commission.
 
 
(a)
Pursuant to Rule 13d-3 of the Exchange Act, Mr. Cramer is the beneficial owner of 2,471,064 shares of Common Stock (representing approximately 7.7% of the outstanding Common Stock).  Of these shares, Mr. Cramer is the owner of record of 1,793,216 shares (representing approximately 5.6% of the outstanding Common Stock); Partners is the owner of record of 556,850 shares (representing approximately 1.7% of the outstanding Common Stock); and Mr. Cramer has the right to acquire 120,998 shares (representing approximately 0.4% of the outstanding Common Stock) within the next sixty days pursuant to certain outstanding restricted stock unit and stock option agreements.
 
 
(b)
Mr. Cramer has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock of which he is the record owner.
 
 
Partners has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock of which it is the record owner.
 
Mr. Cramer shares the power to vote or direct the vote of, and to dispose or direct the disposition of, shares of Common Stock beneficially owned by Partners by virtue of being the sole manager of Partners.
 

 
(c)
No transactions have been effected by the Reporting Persons in the 60 days preceding March 14, 2011.
 
 
(d)
Each of the Reporting Persons affirms that no person other than the Reporting Persons has the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by such Reporting Person.
 
 
(e)
Not applicable.

 
 
 
 

 
SCHEDULE 13D
CUSIP No. 88368Q103
  
Page 5 of 5


SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:  April 5, 2011

 
/s/ James Cramer
  
   
James J. Cramer
  
       
   
CRAMER PARTNERS, LLC
  
       
 
By:
/s/ James Cramer
  
 
Name:
James J. Cramer
  
 
Title:
Manager