-----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, UaIid4SHM/uuHeB8TNBcK+OeUohR+cFoLw9L2FZfaPETniv19CpwooTgtVu3YxS2 DBrqFpmF1tSFRkcb5wvztA== 0001144204-08-045291.txt : 20080811 0001144204-08-045291.hdr.sgml : 20080811 20080811155246 ACCESSION NUMBER: 0001144204-08-045291 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 GROUP MEMBERS: ATTRACTOR INSTITUTIONAL LP GROUP MEMBERS: ATTRACTOR INVESTMENT MANAGEMENT INC. PROFIT SHARING PLAN GROUP MEMBERS: ATTRACTOR LP GROUP MEMBERS: ATTRACTOR QP LP GROUP MEMBERS: ATTRACTOR VENTURES LLC GROUP MEMBERS: GIGI BRISSON GROUP MEMBERS: HARVEY ALLISON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISTDIRECT INC CENTRAL INDEX KEY: 0001095079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954644384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60557 FILM NUMBER: 081006154 BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BOULEVARD STREET 2: SUITE 400 SOUTH CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3109563300 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BOULEVARD STREET 2: SUITE 400 SOUTH CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATTRACTOR INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0001095716 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 943251915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1440 CHAPIN AVENUE STREET 2: SUITE 201 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6506858540 MAIL ADDRESS: STREET 1: 1110 BURLINGAME AVENUE STREET 2: SUITE 211 CITY: BURLINGAME STATE: CA ZIP: 94010 SC 13G 1 v122511_sc13g.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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

ARTISTdirect, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

04315D400
(CUSIP Number)

June 30, 2008
(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)
   
o
Rule 13d-1(c)
   
x
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. 04315D400
 
 
1.
Names of Reporting Persons
Attractor Investment Management Inc.     94-3251915
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
6.
Shared Voting Power
980,030
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
980,030
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
980,030
 
 
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)
9.48%
 
 
12.
Type of Reporting Person (See Instructions)
CO, IA
 
2

CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Attractor QP LP     94-3338164
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
6.
Shared Voting Power
575,310
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
575,310
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
575,310
 
 
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)
5.56%
 
 
12.
Type of Reporting Person (See Instructions)
PN

3
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Attractor LP     94-3251917
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
6.
Shared Voting Power
311,390
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
311,390
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
311,390
 
 
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)
3.01%
 
 
12.
Type of Reporting Person (See Instructions)
PN

4
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Attractor Institutional LP     94-3269315
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
6.
Shared Voting Power
92,570
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
92,570
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
92,570
 
 
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)
0.89%
 
 
12.
Type of Reporting Person (See Instructions)
PN

5
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Attractor Investment Management Inc. Profit Sharing Plan     36-4291420
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
California
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
 
 
6.
Shared Voting Power
1,560
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
1,560
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,560
 
 
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)
0.02%
 
 
12.
Type of Reporting Person (See Instructions)
EP

6
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Attractor Ventures LLC     94-3251916
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5.
Sole Voting Power
127,970
 
6.
Shared Voting Power
1,107,240
 
7.
Sole Dispositive Power
127,970
 
8.
Shared Dispositive Power
1,107,240
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,240
 
 
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)
10.70%
 
 
12.
Type of Reporting Person (See Instructions)
OO

7
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Harvey Allison
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
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.
Shared Voting Power
1,108,800
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
1,108,880
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,108,880
 
 
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)
10.72%
 
 
12.
Type of Reporting Person (See Instructions)
IN

8
 
CUSIP No. 04315D400
 
 
1.
Names of Reporting Persons
Gigi Brisson
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
 
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.
Shared Voting Power
1,108,880
 
7.
Sole Dispositive Power
 
 
8.
Shared Dispositive Power
1,108,880
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,108,880
 
 
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)
10.72%
 
 
12.
Type of Reporting Person (See Instructions)
IN

9
 
Item 1.
     
 
(a)
Name of Issuer
ARTISTdirect, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices
1601 Cloverfield Blvd
Suite 400 South
Santa Monica, CA 90404
 
Item 2.
     
 
(a)
Name of Person Filing
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
 
(c)
Citizenship
     
 
(a)-(c)
This Schedule statement is being filed by Attractor Investment Management Inc., a Delaware corporation (“AIM”), whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, CA 94010, Attractor QP LP, a Delaware limited partnership whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, California 90410, Attractor LP, a Delaware limited partnership whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, California 94010, Attractor Institutional LP, a Delaware limited partnership whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, CA 94010, Attractor Investment Management Inc. Profit Sharing Plan (“AIM PSP”), whose business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, California 94010, Attractor Ventures LLC, a Delaware limited liability company (“Attractor Ventures”) whose principal business office is located at 1440 Chapin Avenue, Suite 201 Burlingame, CA 94010, Harvey Allison, a United States citizen whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, CA 94010 and Gigi Brisson, a United States citizen whose principal business office is located at 1440 Chapin Avenue, Suite 201, Burlingame, CA 94010.
 
AIM shares investments and voting control over the securities directly owned by Attractor QP LP, Attractor LP, Attractor Institutional LP and AIM PSP. Attractor Ventures is the general partner of Attractor QP LP, Attractor LP and Attractor Institutional LP. Harvey Allison and Gigi Brisson are the sole directors of AIM and sole management members of Attractor Ventures.
     
 
(d)
Title of Class of Securities
Common Stock of ARTISTdirect, Inc.
     
 
(e)
CUSIP Number
04315D400
 
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 association 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).
 
10
 
Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
   
Attractor Investment Management Inc.
     
 
(a)
Amount beneficially owned:
980,030
     
 
(b)
Percent of class:
9.48%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
       
   
(ii)
Shared power to vote or to direct the vote
980,030
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
980,030
     
   
Attractor QP LP
     
 
(a)
Amount beneficially owned:
575,310
     
 
(b)
Percent of class:
5.56%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
   
(ii)
Shared power to vote or to direct the vote
575,310
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
575,310
 
11
 
   
Attractor LP
     
 
(a)
Amount beneficially owned:
311,390
     
 
(b)
Percent of class:
3.01%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
       
   
(ii)
Shared power to vote or to direct the vote
311,390
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
311,390
     
   
Attractor Institutional LP
     
 
(a)
Amount beneficially owned:
92,570
     
 
(b)
Percent of class:
0.89%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
       
   
(ii)
Shared power to vote or to direct the vote
92,570
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
92,570
 
12
 
   
Attractor Investment Management Inc. Profit Sharing Plan
     
 
(a)
Amount beneficially owned:
1,560
     
 
(b)
Percent of class:
0.02%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
       
   
(ii)
Shared power to vote or to direct the vote
1,560
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
1,560
     
   
Attractor Ventures LLC
     
 
(a)
Amount beneficially owned:
1,107,240
     
 
(b)
Percent of class:
10.70%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
127,970
       
   
(ii)
Shared power to vote or to direct the vote
1,107,240
       
   
(iii)
Sole power to dispose or to direct the disposition of
127,970
       
   
(iv)
Shared power to dispose or to direct the disposition of
1,107,240
     
   
Harvey Allison
     
 
(a)
Amount beneficially owned:
1,108,880
     
 
(b)
Percent of class:
10.72%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
   
(ii)
Shared power to vote or to direct the vote
1,108,880
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
1,108,880
 
13
 
   
Gigi Brisson
     
 
(a)
Amount beneficially owned:
1,108,880
     
 
(b)
Percent of class:
10.72%
     
 
(c)
Number of shares as to which the person has:
 
       
   
(i)
Sole power to vote or to direct the vote
0
       
   
(ii)
Shared power to vote or to direct the vote
1,108,880
       
   
(iii)
Sole power to dispose or to direct the disposition of
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
1,108,880
 
 
   
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.
 
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 wee 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.
 
14
 
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:
August 7, 2008
  
 
HARVEY ALLISON
  
GIGI BRISSON
         
By:
/s/ Harvey Allison
  
By:
/s/ Gigi Brisson
 
Harvey Allison
    
Gigi Brisson
     
ATTRACTOR VENTURES LLC
  
ATTRACTOR INVESTMENT MANAGEMENT INC.
         
By:
/s/ Harvey Allison
 
By:
/s/ Harvey Allison
 
Harvey Allison, Managing Member
    
Harvey Allison, President
     
ATTRACTOR LP
  
ATTRACTOR INSTITUTIONAL LP
         
By:
/s/ Harvey Allison
 
By:
/s/ Harvey Allison
 
Harvey Allison
    
Harvey Allison
 
Managing Member of its General Partner
Attractor Ventures LLC
    
Managing Member of its General Partner
Attractor Ventures LLC
     
ATTRACTOR INVESTMENT MANAGEMENT INC. PROFIT SHARING PLAN
  
ATTRACTOR QP LP
         
By:
/s/ Harvey Allison
 
By:
/s/ Harvey Allison
 
Harvey Allison
President of its Investment Manager
Attractor Investment Management Inc.
    
Harvey Allison,
Managing Member of its General Partner
Attractor Ventures LLC
         

15
 
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