0000919574-05-000234.txt : 20120703 0000919574-05-000234.hdr.sgml : 20120703 20050202163359 ACCESSION NUMBER: 0000919574-05-000234 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDERHOOK PARTNERS L P CENTRAL INDEX KEY: 0001220338 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EXECUTIVE DR SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 210-461-9292 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONVIA INC CENTRAL INDEX KEY: 0001100917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911859172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58749 FILM NUMBER: 05569799 BUSINESS ADDRESS: STREET 1: 1260 MERCER ST CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062825170 MAIL ADDRESS: STREET 1: 1260 MERCER ST STREET 2: THIRD FLOOR CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: ONVIA COM INC DATE OF NAME CHANGE: 19991213 SC 13G/A 1 d544071_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ONVIA.COM, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 68338T 10 6 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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. 68338T 10 6 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen J. Clearman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 300,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 300,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 68338T 10 6 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kinderhook GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 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 0 6. SHARED VOTING POWER 300,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 300,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 68338T 10 6 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kinderhook Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 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 0 6. SHARED VOTING POWER 300,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 300,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 68338T 10 6 --------------------- This Amendment No. 1 is being filed to report holdings as of December 31, 2004 and is in reference to the Schedule 13G filed April 2, 2004 (accession number: 0000919574-04-001203) which was filed under the incorrect reporting person. Item 1(a). Name of Issuer: ONVIA.COM, INC. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 1260 Mercer Street Seattle, Washington 98109 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Stephen J. Clearman Kinderhook GP, LLC Kinderhook Partners, LP -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: 1 Executive Drive Suite 160 Fort Lee, NJ 07024 -------------------------------------------------------------------- (c). Citizenship: Stephen J. Clearman - United States of America Kinderhook GP, LLC - Delaware Kinderhook Partners, LP -Delaware -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- (e). CUSIP Number: 68338T 10 6 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-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 (12 U.S.C.1813); (i) [_] 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) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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. (a) Amount beneficially owned: Stephen J. Clearman -300,000 Kinderhook GP, LLC -300,000 Kinderhook Partners, LP -300,000 -------------------------------------------------------------------- (b) Percent of class: Stephen J. Clearman -3.9% Kinderhook GP, LLC -3.9% Kinderhook Partners, LP -3.9% -------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Stephen J. Clearman - 0 Kinderhook GP, LLC - 0 Kinderhook Partners, LP -0 ---------------------------, (ii) Shared power to vote or to direct the vote Stephen J. Clearman -300,000 Kinderhook GP, LLC -300,000 Kinderhook Partners, LP - 300,000 ---------------------------------, (iii) Sole power to dispose or to direct the disposition of Stephen J. Clearman - 0 Kinderhook GP, LLC - 0 Kinderhook Partners, LP -0 --------------------------, (iv) Shared power to dispose or to direct the disposition of Stephen J. Clearman - 300,000 Kinderhook GP, LLC - 300,000 Kinderhook Partners, LP - 300,000 ---------------------------------, 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 [X]. Instruction: Dissolution of a group requires a response to this item. -------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. -------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. -------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. -------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. -------------------------------------------------------------------- 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 such 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. February 2, 2005 ---------------------- (Date) KINDERHOOK PARTNERS, LP By: Kinderhook GP, LLC General Partner By: /s/ Stephen J. Clearman ----------------------- Stephen J. Clearman Managing Member KINDERHOOK GP, LLC By: /s/ Stephen J. Clearman ----------------------- Stephen J. Clearman Managing Member By: /s/ Stephen J. Clearman ----------------------- Stephen J. Clearman Exhibit A AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13G dated February 2, 2005 relating to the Common Stock of ONVIA.COM, INC. shall be filed on behalf of the undersigned. KINDERHOOK PARTNERS, LP By: Kinderhook GP, LLC General Partner By: /s/ Stephen J. Clearman ----------------------- Stephen J. Clearman Managing Member KINDERHOOK GP, LLC By: /s/ Stephen J. Clearman ----------------------- Stephen J. Clearman Managing Member 21702.0001 #544071