-----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, Dfu7VHKKCsg4XD9AgipOKYVdIXqftyTXJTV/t3fmBTySR0FH3zBHiApGtvYJv9No UP5wGvuI3uh86WJXYoXX5g== 0001193125-07-251780.txt : 20071121 0001193125-07-251780.hdr.sgml : 20071121 20071121102111 ACCESSION NUMBER: 0001193125-07-251780 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SourceForge, Inc CENTRAL INDEX KEY: 0001096199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770399299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57627 FILM NUMBER: 071261729 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET, SUITE 450 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6506942100 MAIL ADDRESS: STREET 1: 650 CASTRO STREET, SUITE 450 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: VA SOFTWARE CORP DATE OF NAME CHANGE: 20011205 FORMER COMPANY: FORMER CONFORMED NAME: VA LINUX SYSTEMS INC DATE OF NAME CHANGE: 19991004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NELSON MARK CENTRAL INDEX KEY: 0001173485 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 7077388941 MAIL ADDRESS: STREET 1: 1481 SAGE CANYON ROAD CITY: ST. HELEN STATE: CA ZIP: 94574 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

 

 

SOURCEFORGE, INC.

(Name of Issuer)

 

 

Common Stock, $.001 Par Value

(Title of class of securities)

 

 

83616W 101

(CUSIP number)

 

 

Mark Nelson

275 Long Ranch Road

St. Helena, CA 94574

(707) 738-8941

With a copy to:

Steven Della Rocca, Esq.

David Kurzweil, Esq.

Latham & Watkins

885 Third Avenue

New York, NY 10022-4834

(212) 906-1200

(Name, address and telephone number of person authorized to receive notices and communications)

 

 

November 14, 2007

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

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.

(Continued on following pages)

 

(Page 1 of 8 Pages)

CUSIP No. 83616W 101   13D   Page 2 of 8

 

  1  

NAME OF REPORTING PERSON:

 

            Mark Nelson and Dana Johnson, Joint Tenants with the Right of Survivorship

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

 

    
  4  

SOURCE OF FUNDS:

 

 

            PF

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

 

                3,818,334

 

  8    SHARED VOTING POWER:

 

                0

 

  9    SOLE DISPOSITIVE POWER:

 

                3,818,334

 

10    SHARED DISPOSITIVE POWER:

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

            3,818,334*

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

 

   ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

            5.6% (based on the number of shares of Common Stock outstanding as of September 28, 2007)

14  

TYPE OF REPORTING PERSON:

 

            IN

    

* Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mark Nelson and Dana Johnson that they are the beneficial owners of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. 1,818,334 of such shares of common stock are owned by the Cantus Foundation (the “Foundation”), of which Mr. Nelson and Ms. Johnson are directors. The Foundation was created and funded solely by Mr. Nelson and Ms. Johnson. Mr. Nelson and Ms. Johnson have no direct pecuniary interest in the Foundation, but control the investment decisions of the Foundation.

Item 1. Security and Issuer

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of SourceForge, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 650 Castro Street, Suite 450, Mountain View, CA 94041.

Item 2. Identity and Background

(a) The name of the person filing this statement is Mark Nelson on behalf of Mark Nelson and Dana Johnson (the “Reporting Person”).

(b) The Reporting Person’s residence address is 1481 Sage Canyon Road, St. Helena, CA 94574.

(c) The Reporting Person’s principal occupation is a private investor.

(d) and (e)

During the last five years, neither Mark Nelson nor Dana Johnson: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizens.

Item 3. Source and Amount of Funds or Other Consideration.

Personal funds in the amount of $9,846,504.

Item 4. Purpose of Transaction

The shares of Common Stock purchased by the Reporting Person have been acquired for investment purposes. The Reporting Person believes the Common Stock represents an attractive investment opportunity at this time. The Reporting Person may make additional purchases of Common Stock either in the open market or in private transactions, depending on the Reporting Person’s evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Person, general economic conditions, money and stock market conditions, and other future developments.

The Reporting Person may seek to influence the management and policies of the Issuer. Mr. Nelson contacted the management of the Issuer to discuss his views concerning the management of the Issuer. The Issuer, however, has to date declined to

speak with Mr. Nelson. The Reporting Person intends to work with the Issuer and its representatives in a constructive fashion to maximize stockholder values. The Reporting Person, however, reserves the right to take whatever action may be necessary to accomplish this goal.

Except as otherwise indicated in this Item 4, the Reporting Person has no present plans or proposals with respect to the Issuer that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Mark Nelson and Dana Johnson, together with the Foundation, own 3,818,834 shares of Common Stock equivalent to approximately 5.6% of the Common Stock.

(b) Mark Nelson and Dana Johnson have the sole power to direct the vote of and sole power to direct the disposition of all such shares.

(c) The transactions in the Common Stock that were effected by the Reporting Person, in the open market by individual purchases, during the past 60 days were the following:

 

(i)

    Purchase by Mark Nelson and Dana Johnson of 51,061 shares at $2.09 per share on September 20, 2007;

(ii)

    Purchase by Mark Nelson and Dana Johnson of 50,368 shares at $2.10 per share on September 21, 2007;

(iii)

    Purchase by Mark Nelson and Dana Johnson of 207,318 shares at $2.37 per share on September 25, 2007;

(iv)

    Purchase by Mark Nelson and Dana Johnson of 700,000 shares at $2.62 per share on September 27, 2007;

(v)

    Sale by Mark Nelson and Dana Johnson of 122,000 shares at $2.40 per share on September 28, 2007;

(vi)

    Purchase by Mark Nelson and Dana Johnson of 200,000 shares at $2.44 per share on September 28, 2007;

(vii)

    Purchase by Mark Nelson and Dana Johnson of 40,000 shares at $2.34 per share on October 1, 2007;

(viii)

    Purchase by Mark Nelson and Dana Johnson of 63,023 shares at $2.55 per share on October 4, 2007;

(ix)

    Sale by Mark Nelson and Dana Johnson of 107,616 shares at $2.55 per share on October 4, 2007;

(x)

    Sale by Mark Nelson and Dana Johnson of 45,000 shares at $2.65 per share on October 9, 2007;

(xi)

    Purchase by Mark Nelson and Dana Johnson of 433,306 shares at $2.67 per share on October 9, 2007;

(xii)

    Sale by Mark Nelson and Dana Johnson of 10,000 shares at $2.63 per share on October 10, 2007;

(xiii)

    Purchase by Mark Nelson and Dana Johnson of 2,400 shares at $2.63 per share on October 10, 2007;

(xiv)

    Sale by Mark Nelson and Dana Johnson of 5,000 shares at $2.63 per share on October 11, 2007;

(xv)

    Purchase by Mark Nelson and Dana Johnson of 533,693 shares at $2.69 per share on October 11, 2007;

(xvi)

    Purchase by the Foundation of 16,984 shares at $2.71 per share on October 11, 2007;

(xvii)

    Purchase by the Foundation of 24,197 shares at $2.53 per share on October 24, 2007;

(xviii)

    Purchase by the Foundation of 365,000 shares at $2.51 per share on October 31, 2007;

(xix)

    Purchase by Mark Nelson and Dana Johnson of 8,447 shares at $2.64 per share on November 1, 2007;

(xx)

    Purchase by the Foundation of 263,699 shares at an average price of $2.53 per share on November 5, 2007;

(xxi)

    Sale by the Foundation of 62,300 shares at an average price of $2.51 per share on November 5, 2007;

(xxii)

    Purchase by the Foundation of 285,236 shares at an average price of $2.54 per share on November 6, 2007;

(xxiii)

    Sale by the Foundation of 124,514 shares at an average price of $2.51 per share on November 6, 2007;

(xxiv)

    Purchase by the Foundation of 65,000 shares at $2.55 per share on November 7, 2007;

(xxv)

    Purchase by the Foundation of 66,041 shares at an average price of $2.46 per share on November 8, 2007;

(xxvi)

    Sale by the Foundation of 33,200 shares at an average price of $2.43 per share on November 8, 2007;

(xxvii)

    Purchase by the Foundation of 514,757 shares at an average price of $2.42 per share on November 9, 2007;

(xxviii)

    Sale by the Foundation of 40,000 shares at an average price of $2.37 per share on November 9, 2007;

(xxix)

    Purchase by the Foundation of 673,734 shares at an average price of $2.62 per share on November 14, 2007;

(xxx)

    Sale by the Foundation of 196,300 shares at an average price of $2.52 per share on November 14, 2007.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

None.

Item 7. Materials to be Filed as Exhibits

(a) Authorization agreement between Mark Nelson and Dana Johnson regarding the filing of Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 20, 2007

 

/s/ Mark Nelson

Mark Nelson

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D with respect to the beneficial ownership by each of the undersigned of shares of SourceForge, Inc. is filed jointly on behalf of each of the undersigned and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This joint filing agreement may be included as an exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of such amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: November 20, 2007

 

/s/ Mark Nelson

Mark Nelson

/s/ Dana Johnson

Dana Johnson
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