0001193125-15-019005.txt : 20150123 0001193125-15-019005.hdr.sgml : 20150123 20150123170700 ACCESSION NUMBER: 0001193125-15-019005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150123 DATE AS OF CHANGE: 20150123 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: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57627 FILM NUMBER: 15546284 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 d859997dsc13ga.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. 3)

 

 

Geeknet, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

36846Q203

(CUSIP Number)

December 31, 2013

(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 8

 

  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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10  

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

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 36846Q203    13G/A    Page 3 of 8

 

  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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10  

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

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 36846Q203    13G/A    Page 4 of 8

 

  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

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10  

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

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12  

TYPE OF REPORTING PERSON*

 

IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


SCHEDULE 13G

This Amendment No. 3 to Schedule 13G (this “Amendment”) 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”), and TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management” and, together with TCS Global and TCS GP, the “Reporting Persons”). This Amendment relates to common stock, par value $0.001 per share (the “Common Stock”) of Geeknet, Inc., a Delaware corporation (the “Issuer”). TCS GP acts as general partner to TCS Global and TCS Management acts as investment manager to TCS Global.

This Amendment serves as an amendment to the Schedule 13G originally filed on February 28, 2011 and amended February 14, 2012 and February 14, 2013 (the “Schedule 13G”) and is being filed to report that the Reporting Persons no longer own shares of Common Stock of the Issuer. Eric Semler, who was previously included as a reporting person on the Schedule 13G, will now file separately in his individual capacity. This Amendment amends and restates the below items as follows.

 

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
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.


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.
   The Reporting Persons own 0 shares of Common Stock of the Issuer, constituting 0% of the outstanding Common Stock.
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 Persons have ceased to be the beneficial owners 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.
   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 January 23, 2015, 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: January 23, 2015

 

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
EX-99.1 2 d859997dex991.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 January 23, 2015.

 

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