0001193125-12-048343.txt : 20120209 0001193125-12-048343.hdr.sgml : 20120209 20120209111953 ACCESSION NUMBER: 0001193125-12-048343 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 GROUP MEMBERS: G. ZACHARY GUND, AS TRUSTEE GROUP MEMBERS: GRANT GUND, AS TRUSTEE GROUP MEMBERS: LLURA L. GUND, AS TRUSTEE GROUP MEMBERS: REBECCA H. DENT, AS TRUSTEE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUND GORDON CENTRAL INDEX KEY: 0001188365 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PO BOX 3599 CITY: BATTLECREEK STATE: MI ZIP: 49016-3599 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENEXA CORP CENTRAL INDEX KEY: 0001114714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 233024258 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81548 FILM NUMBER: 12585197 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109719171 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TALENTPOINT INC DATE OF NAME CHANGE: 20000515 SC 13G/A 1 d297748dsc13ga.htm AMENDMENT NO. 5 TO SCHEDULE 13G AMENDMENT NO. 5 TO SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

 

Kenexa Corporation

(Name of issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of class of securities)

 

488879107

(CUSIP number)

 

December 31, 2011

(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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 2 of 8 Pages

 

  (1)   

Names of reporting persons

 

Grant Gund, as trustee for the Kelsey Laidlaw Gund Gift Trust, the Llura Blair Gund Gift Trust, and the Grant Owen Gund Gift Trust

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

672,992

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

672,992

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

672,992

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.5%

(12)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 3 of 8 Pages

 

  (1)   

Names of reporting persons

 

Rebecca H. Dent, as trustee for the G. Zachary Gund Descendants’ Trust, Kelsey Laidlaw Gund Gift Trust, the Llura Blair Gund Gift Trust, and the Grant Owen Gund Gift Trust

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

1,226,919

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

1,226,919

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,226,919

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.5%

(12)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 4 of 8 Pages

 

  (1)   

Names of reporting persons

 

G. Zachary Gund, as trustee for the G. Zachary Gund Descendants’ Trust

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

553,927

   (6)   

Shared voting power

 

-0-

   (7)   

Sole dispositive power

 

553,927

   (8)   

Shared dispositive power

 

-0-

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

553,927

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.1%

(12)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 5 of 8 Pages

 

  (1)   

Names of reporting persons

 

Llura L. Gund, as trustee for the Dionis Trust

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

701,620

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

701,620

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

701,620

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.6%

(12)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 6 of 8 Pages

 

  (1)   

Names of reporting persons

 

Gordon Gund, as trustee for the Dionis Trust

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (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

 

701,620

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

701,620

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

701,620

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.6%

(12)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13G

 

CUSIP No. 488879107   Page 7 of 8 Pages

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13G as originally filed by Grant Gund, Rebecca H. Dent, G. Zachary Gund, Llura L. Gund and Gordon Gund on December 10, 2007, the Amendment No. 1 filed on February 7, 2008, the Amendment No. 2 filed on February 17, 2009, the Amendment No. 3 filed on February 4, 2010 and the Amendment No. 4 filed on February 11, 2011 (as so amended, the “Schedule 13G”). Capitalized terms used but not defined in this Amendment No. 5 have the respective meaning ascribed to them in the Schedule 13G.

Item 2(a) of the Schedule 13G, “Name of Persons Filing,” is hereby amended by deleting the last paragraph thereof and inserting the following:

The Reporting Persons, in the aggregate, beneficially own 1,928,539 shares of Common Stock or 7.1% of the outstanding Common Stock of the Issuer based on 27,058,750 shares outstanding as of November 2, 2011 as reported in the Quarterly Report on Form 10-Q of the Issuer for the period ended September 30, 2011. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that a group exists within the meaning of the Exchange Act.

Item 4 of the Schedule 13G “Ownership,” is hereby amended and restated in its entirety as follows:

Pursuant to the Exchange Act and regulations thereunder, the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 1,928,539 shares of Common Stock, which represents 7.1% of the outstanding Common Stock of the Issuer.

Grant Gund may be deemed to have shared power to vote and shared power to dispose of an aggregate of 672,992 shares of Common Stock, which constitutes 2.5% of the outstanding Common Stock of the Issuer, by virtue of his position as co-trustee for certain trusts as indicated below:

 

   

Kelsey Laidlaw Gund Gift Trust (Grant Gund serves as co-trustee with Rebecca H. Dent): 254,483

 

   

Llura Blair Gund Gift Trust (Grant Gund serves as co-trustee with Rebecca H. Dent): 209,254

 

   

Grant Owen Gund Gift Trust (Grant Gund serves as co-trustee with Rebecca H. Dent): 209,255

Rebecca H. Dent may be deemed to have shared power to vote and shared power to dispose of an aggregate of 1,226,919 shares of Common Stock, which constitutes 4.5% of the outstanding Common Stock of the Issuer, by virtue of her position as co-trustee for certain trusts as indicated below:

 

   

G. Zachary Gund Descendants’ Trust (Rebecca H. Dent serves as co-trustee with G. Zachary Gund): 553,927

 

   

Kelsey Laidlaw Gund Gift Trust (Rebecca H. Dent serves as co-trustee with Grant Gund): 254,483

 

   

Llura Blair Gund Gift Trust (Rebecca H. Dent serves as co-trustee with Grant Gund): 209,254

 

   

Grant Owen Gund Gift Trust (Rebecca H. Dent serves as co-trustee with Grant Gund): 209,255

G. Zachary Gund, as co-trustee with Rebecca H. Dent for the G. Zachary Gund Descendants’ Trust, may be deemed to have shared power to vote and shared power to dispose of 553,927 shares of Common Stock, which constitutes 2.1% of the outstanding Common Stock of the Issuer.

Llura L. Gund, as co-trustee with Gordon Gund for the Dionis Trust, may be deemed to have shared power to vote and shared power to dispose of 701,620 shares of Common Stock, which constitutes 2.6% of the outstanding Common Stock of the Issuer.

Gordon Gund, as co-trustee with Llura L. Gund for the Dionis Trust, may be deemed to have shared power to vote and shared power to dispose of 701,620 shares of Common Stock, which constitutes 2.6% of the outstanding Common Stock of the Issuer.

Item 10. Certifications.

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 that purpose or effect.


SCHEDULE 13G

 

CUSIP No. 488879107   Page 8 of 8 Pages

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 9, 2012

 

By:  

/s/ Theodore W. Baker

Name:   Theodore W. Baker
Attorney-in-fact for the Reporting Persons

 

* The Power of Attorney authorizing Theodore W. Baker to act on behalf of the Reporting Persons was attached as Exhibit B to the Schedule 13G.