-----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, UY7io0KRsWEjMBqCOvnAJ/dSKO480iLWfb1qIRjq4Sc2SJQSBdTtRm2pA2n/DIXf /f0G7e0JEFE+V1ViJ2XzFw== 0001104659-05-005643.txt : 20050211 0001104659-05-005643.hdr.sgml : 20050211 20050211125153 ACCESSION NUMBER: 0001104659-05-005643 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: A.G.W. BIDDLE III GROUP MEMBERS: E. ROGERS NOVAK, JR. GROUP MEMBERS: NOVAK BIDDLE COMPANY II, LLC GROUP MEMBERS: NOVAK BIDDLE COMPANY LLC GROUP MEMBERS: NOVAK BIDDLE VENTURE PARTNERS II, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBOARD INC CENTRAL INDEX KEY: 0001106942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522081178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80312 FILM NUMBER: 05596614 BUSINESS ADDRESS: STREET 1: 1899 L ST NW STREET 2: 5TH FLR CITY: WASHINGTON STATE: DC ZIP: 20036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Novak Biddle Venture Partners, LP CENTRAL INDEX KEY: 0001294081 IRS NUMBER: 541846841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 240-497-1910 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 SC 13G 1 a05-2868_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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)

 

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

 

Blackboard Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

091935502

(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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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.  091935502

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Novak Biddle Venture Partners, L.P. (“NBVP”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
1,091,247 shares, including 91,947 shares subject to immediately exerciseable warrants, except that Novak Biddle Company, L.L.C. (“NB Company”), the general partner of NBVP, may be deemed to have sole power to vote these shares, and E. Rogers Novak, Jr. (“Novak”) and A.G.W. Biddle, III (“Biddle”), the members of NB Company, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power 
See response to row 5.

 

7.

Sole Dispositive Power 
1,091,247 shares, including 91,947 shares subject to immediately exerciseable warrants, except that NB Company, the general partner of NBVP, may be deemed to have sole power to dispose of these shares, and Novak and Biddle, the members of NB Company, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,247

 

 

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)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Novak Biddle Venture Partners II, L.P. (“NBVP II”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
317,214 shares, including 16,226 shares subject to immediately exerciseable warrants, except that Novak Biddle Company II, L.L.C. (“NB Company II”), the general partner of NBVP II, may be deemed to have sole power to vote these shares, and Novak and Biddle, the members of NB Company II, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power 
See response to row 5.

 

7.

Sole Dispositive Power 
317,214 shares, including 16,226 shares subject to immediately exerciseable warrants, except that NB Company II, the general partner of NBVP II, may be deemed to have sole power to dispose of these shares, and Novak and Biddle, the members of NB Company II, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
317,214

 

 

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)
1.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Novak Biddle Company, L.L.C. (“NB Company”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
1,091,247 shares, including 91,947 shares subject to immediately exerciseable warrants, all of which are directly owned by NBVP.  NB Company, the general partner of NBVP, may be deemed to have sole power to vote these shares, and Novak and Biddle, the members of NB Company, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power 
See response to row 5.

 

7.

Sole Dispositive Power 
1,091,247 shares, including 91,947 shares subject to immediately exerciseable warrants, all of which are directly owned by NBVP.  NB Company, the general partner of NBVP, may be deemed to have sole power to dispose of these shares, and Novak and Biddle, the members of NB Company, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,247

 

 

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)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Novak Biddle Company II, L.L.C.  (“NB Company II”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
317,214 shares, including 16,226 shares subject to immediately exerciseable warrants, all of which are directly owned by NBVP II.  NB Company II, the general partner of NBVP II, may be deemed to have sole power to vote these shares, and Novak and Biddle, the members of NB Company II, may be deemed to have shared power to vote these shares.

 

6.

Shared Voting Power 
See response to row 5.

 

7.

Sole Dispositive Power 
317,214 shares, including 16,226 shares subject to immediately exerciseable warrants, all of which are directly owned by NBVP II.  NB Company II, the general partner of NBVP II, may be deemed to have sole power to dispose of these shares, and Novak and Biddle, the members of NB Company II, may be deemed to have shared power to dispose of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
317,214

 

 

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)
1.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
E. Rogers Novak, Jr.  (“Novak”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power 
1,408,461 shares, of which 1,091,247 are directly owned by NBVP (including 91,947 shares subject to immediately exerciseable warrants) and 317,214 are directly owned by NBVP II (including 16,226 shares subject to immediately exerciseable warrants).  Novak is a member of NB Company, the general partner of NBVP, and NB Company II, the general partner of NBVP II, and may be deemed to have shared power to vote these shares.

 

7.

Sole Dispositive Power 
0 shares.

 

8.

Shared Dispositive Power
1,408,461 shares, of which 1,091,247 are directly owned by NBVP (including 91,947 shares subject to immediately exerciseable warrants) and 317,214 are directly owned by NBVP II (including 16,226 shares subject to immediately exerciseable warrants). Novak is a member of NB Company, the general partner of NBVP, and NB Company II, the general partner of NBVP II, and may be deemed to have shared power to dispose these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,461

 

 

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)
5.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
A.G.W. Biddle, III  (“Biddle”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power 
1,408,461 shares, of which 1,091,247 are directly owned by NBVP (including 91,947 shares subject to immediately exerciseable warrants) and 317,214 are directly owned by NBVP II (including 16,226 shares subject to immediately exerciseable warrants).  Biddle is a member of NB Company, the general partner of NBVP, and NB Company II, the general partner of NBVP II, and may be deemed to have shared power to vote these shares.

 

7.

Sole Dispositive Power 
0 shares.

 

8.

Shared Dispositive Power
1,408,461 shares, of which 1,091,247 are directly owned by NBVP (including 91,947 shares subject to immediately exerciseable warrants) and 317,214 are directly owned by NBVP II (including 16,226 shares subject to immediately exerciseable warrants).  Biddle is a member of NB Company, the general partner of NBVP, and NB Company II, the general partner of NBVP II, and may be deemed to have shared power to dispose of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,461

 

 

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)
5.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

7


 

Item 1.

 

(a)

Name of Issuer

Blackboard Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

1899 L Street NW, 5th Floor
Washington DC 20036

 

Item 2.

 

(a)

Name of Person Filing

This Statement is filed by Novak Biddle Venture Partners, L.P., a Delaware limited partnership (“NBVP”), Novak Biddle Venture Partners II, L.P., a Delaware limited partnership (“NBVP II”), Novak Biddle Company, L.L.C. (“NB Company”), Novak Biddle Company II, L.L.C. (“NB Company II”), E. Rogers Novak, Jr. (“Novak”) and A.G.W. Biddle, III (“Biddle”).  Novak and Biddle are the members of NB Company and NB Company II.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

NB Company, the general partner of NBVP, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NBVP.   NB Company II, the general partner of NBVP II, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NBVP II.   Novak and Biddle are members of NB Company and NB Company II and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by NBVP and NBVP II.

 

(b)

Address of Principal Business Office or, if none, Residence

The address for each of the Reporting Persons is:

7501 Wisconsin Avenue
East Tower, Suite 1380
Bethesda, MD 20814

 

(c)

Citizenship

NBVP and NBVP II are Delaware limited partnerships.  NB Company and NB Company II are Delaware limited liability companies.  Novak and Biddle are United States citizens.

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

091935502

 

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 associations 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).

 

Not Applicable

 

8


 

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.

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2004:

 

(a)

Amount beneficially owned:   

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote    

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Row 8 of cover page for each Reporting Person.

 

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.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the limited partnership agreements of NBVP and NBVP II, and the limited liability company agreements of NB Company and NB Company II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

 

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

 

9


 

Item 9.

Notice of Dissolution of Group

Not applicable

 

Item 10.

Certification

Not applicable

 

10


 

SIGNATURES

 

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:  February 11, 2005

 

 

 

 

 

Novak Biddle Venture Partners, L.P.

/s/ A.G.W. Biddle, III

 

By Novak Biddle Company, L.L.C.

Signature

Its General Partner

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

Novak Biddle Venture Partners II, L.P.

/s/ A.G.W. Biddle, III

 

By Novak Biddle Company II, L.L.C.

Signature

Its General Partner

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

 

 

Novak Biddle Company, L.L.C.

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

Novak Biddle Company II, L.L.C.

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

A.G.W. Biddle, III

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

 

E. Rogers Novak, Jr.

/s/ E. Rogers Novak, Jr.

 

 

Signature

 

11


 

EXHIBIT INDEX

 

 

 

Found on
Sequentially

Exhibit

 

Numbered Page

 

 

 

Exhibit A: Agreement of Joint Filing

 

13

 

12


 

EXHIBIT A

 

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Blackboard 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.

 

Dated: February 11, 2004

 

 

 

 

 

Novak Biddle Venture Partners, L.P.

/s/ A.G.W. Biddle, III

 

By Novak Biddle Company, L.L.C.

Signature

Its General Partner

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

Novak Biddle Venture Partners II, L.P.

/s/ A.G.W. Biddle, III

 

By Novak Biddle Company II, L.L.C.

Signature

Its General Partner

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

 

 

Novak Biddle Company, L.L.C.

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

Novak Biddle Company II, L.L.C.

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

A.G.W. Biddle, III

 

Member

 

 

 

 

A.G.W. Biddle, III

/s/ A.G.W. Biddle, III

 

 

Signature

 

 

 

 

E. Rogers Novak, Jr.

/s/ E. Rogers Novak, Jr.

 

 

Signature

 

13

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