-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxvMGZrYCD0V2NTGo/6X9d3rAezUODEwYO12qGwM6ObUQExyQVnS5t1lKi933GDp pLcuy0wctSGOJOApEtte5g== 0001193125-04-032893.txt : 20040302 0001193125-04-032893.hdr.sgml : 20040302 20040302123937 ACCESSION NUMBER: 0001193125-04-032893 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040302 GROUP MEMBERS: HEATHER STALLINGS, WIFE OF JOHN E. LITTLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTAL SOFTWARE INC CENTRAL INDEX KEY: 0001080306 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770369737 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58301 FILM NUMBER: 04641773 BUSINESS ADDRESS: STREET 1: 10200 SOUTH DE ANZA BOULEVARD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4083434400 MAIL ADDRESS: STREET 1: 10200 SOUTH DEANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LITTLE JOHN E CENTRAL INDEX KEY: 0001080307 IRS NUMBER: 77036937 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PORTAL STREET 2: 10200 S. DEANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4085722000 MAIL ADDRESS: STREET 1: C/O PORTAL STREET 2: 10200 S. DEANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 4 TO SCHEDULE 13G Amendment No. 4 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G\A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) and AMENDMENTS THERETO

FILED PURSUANT TO 13d-2(b)

(Amendment No. 4)1

 

PORTAL SOFTWARE, INC.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

736126 30 1

(CUSIP Number)

 

Initial Public Offering – May 6, 1999

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

þ Rule 13d-1(d)

 

1 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 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. 736126 30 1

   13G   Page 2 of 9 Pages

 

 
1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

            John E. Little

2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) þ

3   

SEC USE ONLY

 

4   

CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

 

NUMBER

OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

6,610,305 shares held in trust by John E. Little

 
  

6

   

SHARED VOTING POWER

 

-0-

 
   7   

SOLE DISPOSITIVE POWER

 

6,371,305 shares held in trust by John E. Little

 
   8   

SHARED DISPOSITIVE POWER

 

239,000 shares held in trust by John E. Little
9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            6,610,305

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨                

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            15.1%

12   

TYPE OF REPORTING PERSON*

            IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 736126 30 1

   13G   Page 3 of 9 Pages

 

 
1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

            Heather Stallings, Wife of John E. Little

2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) þ

3   

SEC USE ONLY

 

4   

CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

 

NUMBER

OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

328,767 shares held by Heather Stallings

 
   6   

SHARED VOTING POWER

 

-0-

 
   7   

SOLE DISPOSITIVE POWER

 

328,767 shares held by Heather Stallings

 
   8   

SHARED DISPOSITIVE POWER

 

328,767 shares held by Heather Stallings
9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            328,767

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨                

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            0.8%

12   

TYPE OF REPORTING PERSON*

            IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 736126 30 1

   13G   Page 4 of 9 Pages

 

Item 1(a)

    Name of Issuer:
     Portal Software, Inc.

Item 1(b)

    Address of Issuer’s Principal Executive Offices:
     10200 South De Anza Boulevard
     Cupertino, CA 95014

Item 2(a)

    Name of Person Filing:
     This statement is filed by John E. Little2 and Heather Stallings (collectively, the “Reporting Persons.”).
     The Reporting Persons may be deemed to be a “group” for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder (the “Act”), although each expressly disclaims any assertion or presumption that such persons constitutes a “group.” The filing of this Statement and the Agreement attached as Exhibit 1 hereto should not be construed to be an admission that any of the Reporting Persons is a member of a “group” consisting of one or more persons.

Item 2(b)

    Address of Principal Business Office or, if none, Residence:
     10200 South De Anza Boulevard
     Cupertino, CA 95014

Item 2(c)

    Citizenship:
     United States.

Item 2(d)

    Title of Class of Securities:
     Common Stock.

Item 2(e)

    CUSIP Number:
    

736126 30 1

2 Mr. Little is the Founder, Chairman of the Board and Chief Executive Officer of the Issuer.

CUSIP No. 736126 30 1

   13G   Page 5 of 9 Pages

 

Item 3.

    If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person
filing is a:
     (a)   ¨  

Broker or dealer registered under Section 15 of the Exchange Act.

     (b)   ¨  

Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)   ¨  

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

     (d)   ¨  

Investment company registered under Section 8 of the Investment Company Act.

     (e)   ¨  

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)   ¨  

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

     (g)   ¨  

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

     (h)   ¨  

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

     (i)   ¨   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     (j)   ¨  

Group, in accordance with Rule 13d1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box.  ¨
     Not Applicable.

Item 4.

    Ownership.
     (a)   Amount Beneficially Owned:  See Row 9 of cover page for each Reporting Person.

CUSIP No. 736126 30 1

   13G   Page 6 of 9 Pages

 

     (b)  

Percent of Class:  See Row 11 of cover page for each Reporting Person.

     (c)  

Number of shares as to which such person has:

        

(i)

   sole power to vote or to direct the vote:  See Row 5 of cover page of each Reporting Person.
        

(ii)

   shared power to vote or to direct the vote:  See row 6 of cover page of each Reporting Person.
        

(iii)

   sole power to dispose or to direct the disposition of:  See Row 7 of cover page of each Reporting Person.
        

(iv)

   shared power to dispose or to direct the disposition of:  See row 8 of cover page of each Reporting Person.

Item 5.

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

Item 8.

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

Item 9.

    Notice of Dissolution of Group.
     Not Applicable.

CUSIP No. 736126 30 1

   13G   Page 7 of 9 Pages

 

Item 10.    Certification.
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

CUSIP No. 736126 30 1

   13G   Page 8 of 9 Pages

 

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.

 

Date:  March 1, 2004

 

/s/ John E. Little

John E. Little

/s/ Heather Stallings

Heather Stallings

CUSIP No. 736126 30 1

   13G   Page 9 of 9 Pages

 

Exhibit 1

 

AGREEMENT RELATING TO JOINT FILING

OF SCHEDULE 13G

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Portal Software, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date:  March 1, 2004

 

/s/ John E. Little

John E. Little

/s/ Heather Stallings

Heather Stallings

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