0001193125-13-060349.txt : 20130214 0001193125-13-060349.hdr.sgml : 20130214 20130214163432 ACCESSION NUMBER: 0001193125-13-060349 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: ERIC SEMLER GROUP MEMBERS: TCS CAPITAL GP, LLC GROUP MEMBERS: TCS GLOBAL EQUITY MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Geeknet, Inc CENTRAL INDEX KEY: 0001096199 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 770399299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57627 FILM NUMBER: 13614708 BUSINESS ADDRESS: STREET 1: 11216 WAPLES MILL RD., STREET 2: SUITE 100 CITY: FAIRFAX, STATE: VA ZIP: 22030 BUSINESS PHONE: (877) 433-5638 MAIL ADDRESS: STREET 1: 11216 WAPLES MILL RD., STREET 2: SUITE 100 CITY: FAIRFAX, STATE: VA ZIP: 22030 FORMER COMPANY: FORMER CONFORMED NAME: SourceForge, Inc DATE OF NAME CHANGE: 20070524 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: TCS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001167167 IRS NUMBER: 134154908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: SUITE 1504 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.621.8771 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: SUITE 1504 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 d486739dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

 

Geeknet, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

36846Q203

(CUSIP Number)

December 31, 2012

(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)

 

 

 

CUSIP No. 36846Q203   13G/A   Page 2 of 9

 

  1   

NAME OF REPORTING PERSONS

 

TCS Global Equity Master Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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

 

648,746

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

648,746

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

648,746

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 36846Q203   13G/A   Page 3 of 9

 

  1   

NAME OF REPORTING PERSONS

 

TCS Capital GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

648,746

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

648,746

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

648,746

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 36846Q203   13G/A   Page 4 of 9

 

  1   

NAME OF REPORTING PERSONS

 

TCS Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

648,746

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

648,746

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

648,746

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12  

TYPE OF REPORTING PERSON*

 

IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 36846Q203   13G/A   Page 5 of 9

 

  1   

NAME OF REPORTING PERSONS

 

Eric Semler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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

 

0

   6   

SHARED VOTING POWER

 

648,746

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

648,746

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

648,746

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G

This Amendment No. 2 to Schedule 13G (this “Schedule 13G”) is being filed on behalf of TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (“TCS Global”), TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), and Eric Semler (together with TCS Global, TCS GP and TCS Management, the “Reporting Persons”). This Schedule 13G relates to common stock, par value $0.001 per share (the “Common Stock”) of Geeknet, Inc., a Delaware corporation (the “Issuer”), purchased by Eric Semler, TCS GP and TCS Management for the account of TCS Global. TCS GP acts as general partner to TCS Global and TCS Management acts as investment manager to TCS Global. Mr. Semler, as the managing member of each of TCS GP and TCS Capital, controls the investment decisions of both entities.

This Schedule 13G serves as an amendment to the Schedule 13G filed on February 14, 2012.

 

Item 1(a) Name of Issuer.

Geeknet, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

11216 Waples Mill Rd.

Suite 100

Fairfax, VA, 22030

 

Item 2(a) Name of Person Filing.

 

  (1) TCS Global Equity Master Fund, L.P.
  (2) TCS Capital GP, LLC
  (3) TCS Capital Management, LLC
  (4) Eric Semler

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

For all Filers:

888 Seventh Avenue, Suite 1504

New York, NY 10019

 

Item 2(c) Citizenship or Place of Organization.

 

  (1) TCS Global Equity Master Fund, L.P. is a Cayman Islands exempted limited partnership.
  (2) TCS Capital GP, LLC is a Delaware limited liability company.
  (3) TCS Capital Management, LLC is a Delaware limited liability company.
  (4) Eric Semler is a U.S. citizen.

Item 2(d) Title of Class of Securities.

Common stock, par value $0.001 per share.

 

Item 2(e) CUSIP Number.

36846Q203

 

Item 3 Reporting Person.

Inapplicable

 

Item 4 Ownership.

 

  (a) TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 648,746 shares of Common Stock.

 

  (b) TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage was determined by dividing 648,746 by 6,547,092, which is the number of shares of Common Stock outstanding as of October 31, 2012, according to the Issuer’s Form 10-Q filed on November 8, 2012 with the Securities and Exchange Commission.

 

  (c) TCS Global, TCS GP, TCS Management and Eric Semler have the shared power to vote and dispose of the 648,746 shares of Common Stock beneficially owned.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Company.

Inapplicable

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable

Item 9 Notice of Dissolution of Group.

Inapplicable

 

Item 10 Certification.

By signing below, each Reporting Person certifies that, to the best of such Reporting Persons’ 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 that purpose or effect.

Exhibits

Exhibit 99-1

Joint Filing Agreement, dated February 14, 2013, among the Reporting Persons.

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.

Date: February 14, 2013

TCS GLOBAL EQUITY MASTER FUND, L.P.
By:   TCS Capital GP, LLC, general partner
By:  

/s/ Eric Semler

Name:   Eric Semler
Title:   Managing Member
TCS CAPITAL GP, LLC
By:  

/s/ Eric Semler

Name:   Eric Semler
Title:   Managing Member
TCS CAPITAL MANAGEMENT, LLC
By:  

/s/ Eric Semler

Name:   Eric Semler
Title:   Managing Member
ERIC SEMLER
By:  

/s/ Eric Semler

 EX-99.1 2 d486739dex991.htm EX-99.1 EX-99.1

Exhibit 99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the securities of Geeknet, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2013.

 

TCS GLOBAL EQUITY MASTER FUND, L.P.
By:   TCS Capital GP, LLC, general partner
By:  

/s/ Eric Semler

Name:   Eric Semler
Title:   Managing Member
TCS CAPITAL GP, LLC
By:  

/s/ Eric Semler

Name:

Title:

  

Eric Semler

Managing Member

TCS CAPITAL MANAGEMENT, LLC
By:  

/s/ Eric Semler

Name:   Eric Semler
Title:   Managing Member
ERIC SEMLER
By:  

/s/ Eric Semler