Schedule 13G-A

-----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, HUtXC35La01ltckxLshnEHCWKG8Z7v2uneV6ObFrhMDo07Ctl3X6fhxWclzwB/Mv ENUfhx2tDk8axSPwvyadGA== 0001193125-08-161048.txt : 20080730 0001193125-08-161048.hdr.sgml : 20080730 20080730113909 ACCESSION NUMBER: 0001193125-08-161048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080730 DATE AS OF CHANGE: 20080730 GROUP MEMBERS: C/S VENTURE INVESTORS, L.P. GROUP MEMBERS: CARLYLE U.S. VENTURE PARTNERS, L.P. GROUP MEMBERS: CARLYLE VENTURE COINVESTMENT, L.L.C. GROUP MEMBERS: CARLYLE VENTURE PARTNERS, L.P. GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TCG VENTURES, L.L.C. GROUP MEMBERS: TCG VENTURES, LTD. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80312 FILM NUMBER: 08977950 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: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G-A Schedule 13G-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G-A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Blackboard Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

091935 50 2

(CUSIP Number)

December 31, 2005

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: TCG Holdings, L.L.C IRS Identification Number of Above Person: N/A
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
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 983,059
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 983,059


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 983,059
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 3.6%
12.	Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: TC Group, L.L.C. IRS Identification Number of Above Person: N/A
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
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 983,059
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 983,059


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 983,059
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 3.6%
12.	Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: TCG Ventures, L.L.C. IRS Identification Number of Above Person: 52-2033506
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
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 983,059
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 983,059


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 983,059
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 3.6%
12.	Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: TCG Ventures, Ltd. IRS Identification Number of Above Person: 98-0182779
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization: Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person with:		5. Sole Voting Power 0
		6. Shared Voting Power 835,744
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 835,744


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 835,744
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 3.0%
12.	Type of Reporting Person CO (Corporation)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: Carlyle U.S. Venture Partners, L.P. IRS Identification Number of Above Person: 52-2038006
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
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 91,545
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 91,545


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 91,545
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 0.3%
12.	Type of Reporting Person PN


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: Carlyle Venture Coinvestment, L.L.C. IRS Identification Number of Above Person: 52-2033493
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
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 55,770
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 55,770


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 55,770
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 0.2%
12.	Type of Reporting Person OO (Limited Liability Company)


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: Carlyle Venture Partners, L.P. IRS Identification Number of Above Person: 98-0181877
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization: Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person with:		5. Sole Voting Power 0
		6. Shared Voting Power 691,791
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 691,791


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 691,791
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 2.5%
12.	Type of Reporting Person PN


CUSIP No. 091935 50 2		13G


1.		Name of Reporting Person: C/S Venture Investors, L.P. IRS Identification Number of Above Person: 98-0181878
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization: Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person with:		5. Sole Voting Power 0
		6. Shared Voting Power 143,953
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 143,953


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 143,953
10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row 9 0.5%
12.	Type of Reporting Person PN

Item 1 (a).

Name of Issuer:

Blackboard Inc.

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

1899 L Street, N.W.

Washington, DC 20036

Item 2 (a).

Name of Person Filing:

TCG Holdings, L.L.C.

TC Group, L.L.C.

TCG Ventures, L.L.C.

TCG Ventures, Ltd.

Carlyle U.S. Venture Partners, L.P.

Carlyle Venture Coinvestment, L.L.C.

Carlyle Venture Partners, L.P.

C/S Venture Investors, L.P.

Item 2 (b).

Address of Principal Business Office:

c/o The Carlyle Group

1001 Pennsylvania Ave, NW

Suite 220 South

Washington, D.C. 20004-2505

Item 2 (c).

Citizenship:

TCG Holdings, L.L.C. - Delaware

TC Group, L.L.C. - Delaware

TCG Ventures, L.L.C. - Delaware

TCG Ventures, Ltd. - Cayman Islands

Carlyle U.S. Venture Partners, L.P. - Delaware

Carlyle Venture Coinvestment, L.L.C. - Delaware

Carlyle Venture Partners, L.P. - Cayman Islands

C/S Venture Investors, L.P. - Cayman Islands

Item 2 (d).

Title of Class of Securities

Common Stock, Par Value $0.01 Per Share

Item 2 (e).

CUSIP Number

091935 50 2

Item 3.

Not applicable.

Item 4.

Ownership as of December 31, 2005


Reporting Person	Amount beneficially owned:	Percent of class:		Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
TCG Holdings, L.L.C.	983,059	3.6	%	0	983,059	0	983,059
TC Group, L.L.C.	983,059	3.6	%	0	983,059	0	983,059
TCG Ventures, L.L.C.	983,059	3.6	%	0	983,059	0	983,059
TCG Ventures, Ltd.	835,744	3.0	%	0	835,744	0	835,744
Carlyle U.S. Venture Partners, L.P.	91,545	0.3	%	0	91,545	0	91,545
Carlyle Venture Coinvestment, L.L.C.	55,770	0.2	%	0	55,770	0	55,770
Carlyle Venture Partners, L.P.	691,791	2.5	%	0	691,791	0	691,791
C/S Venture Investors, L.P.	143,953	0.5	%	0	143,953	0	143,953

The record holders of common stock, par value $0.01, of Blackboard Inc. (the “Common Stock”) on December 31, 2005 were as follows: (1) Carlyle Venture Partners, L.P., as the record holder of 691,791 shares, (2) C/S Venture Investors, L.P., as the record holder of 143,953 shares, (3) Carlyle Venture Coinvestment, L.L.C., as the record holder of 55,770 shares, and (4) Carlyle U.S. Venture Partners, L.P., as the record holder of 91,545 shares.

TCG Ventures, Ltd. is (i) the sole general partner of Carlyle Venture Partners, L.P. and (ii) the sole general partner of C/S Venture Investors, L.P. TCG Ventures, L.L.C. (i) owns 100% of the outstanding capital stock of TCG Ventures Ltd., (ii) is the sole general partner of Carlyle U.S. Venture Partners, L.P., and (iii) is the sole managing member of Carlyle Venture Coinvestment, L.L.C. TC Group, L.L.C. is the sole member of TCG Ventures, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, (i) TCG Ventures, Ltd., TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C., each may be deemed to be a beneficial owner of the shares of Common Stock owned of record by each of Carlyle Venture Partners, L.P. and C/S Venture Investors, L.P., and (ii) TCG Ventures, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C., each may be deemed to be beneficial owners of the shares of Common Stock owned of record by Carlyle U.S. Venture Partners, L.P. and Carlyle Venture Coinvestment, L.L.C.

William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the managing directors of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the shares shown as beneficially owned by each entity. Such persons disclaim such beneficial ownership.

Item 5:

Ownership of Five Percent or Less of a Class

If this statement has been 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

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 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.

Item 10:

Certification

Not applicable.

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: July 30, 2008


TCG HOLDINGS, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director


TC GROUP, L.L.C.

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director


TCG VENTURES, L.L.C.

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director


CARLYLE U.S. VENTURE PARTNERS, L.P.

By: TCG Ventures, L.L.C., its General Partner

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director


CARLYLE VENTURE COINVESTMENT, L.L.C.

By: TCG Ventures, L.L.C., its Managing Member

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TCG VENTURES, LTD.

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CARLYLE VENTURE PARTNERS, L.P.

By: TCG Ventures, Ltd., its General Partner

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director


C/S VENTURE INVESTORS, L.P.

By: TCG Ventures, Ltd., its Managing General
Partner

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Blackboard Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 30^th day of July, 2008.


TCG HOLDINGS, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC GROUP, L.L.C.

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 2 of 3


TCG VENTURES, L.L.C.

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CARLYLE U.S. VENTURE PARTNERS, L.P.

By: TCG Ventures, L.L.C., its General Partner

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CARLYLE VENTURE COINVESTMENT, L.L.C.

By: TCG Ventures, L.L.C., its Managing Member

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 3 of 3


TCG VENTURES, LTD.

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CARLYLE VENTURE PARTNERS, L.P.

By: TCG Ventures, Ltd., its General Partner

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

C/S VENTURE INVESTORS, L.P.

By: TCG Ventures, Ltd., its Managing General
Partner

By: TCG Ventures, L.L.C., its Sole Shareholder

By: TC Group L.L.C., its Sole Member

By: TCG Holdings, L.L.C., its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

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