SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Harry Winston Diamond Corporation
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(Name of Issuer)
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||
Common Shares
|
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(Title of Class of Securities)
|
||
41587B100
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(CUSIP Number)
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Oberndorf Enterprises LLC
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505 Sansome Street, Suite 1950
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San Francisco, California 94111
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(415) 500-6900
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with a copy to:
|
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Alison S. Ressler
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Sullivan & Cromwell LLP
|
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1888 Century Park East
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Los Angeles, California 90067-1725
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(310) 712-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 13, 2012
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(Date of Event which Requires Filing of This Statement)
|
1
|
NAME OF REPORTING PERSON
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||
|
|||
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William and Susan Oberndorf Trust, dated 10/19/98
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
3,528,406 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
3,528,406 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
3,528,406 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
OO
|
(1)
|
Power is exercised through its trustees, William E. Oberndorf and Susan C. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
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|
|||
|
Oberndorf Family Partners
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
720,594 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
720,594 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
720,594 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.8%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
PN
|
(1)
|
Power is exercised through its sole general partner, William E. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
William E. Oberndorf
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
770,099 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
3,659,902 (2)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
770,099 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
3,659,902 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
4,430,001 (1) (2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
IN
|
(1)
|
720,594 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as sole general partner of Oberndorf Family Partners, a family partnership, 29,073 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as trustee for the Peter Oberndorf Irrevocable Trust, dated 6/30/89, and 20,432 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as trustee for the William E. Oberndorf Irrevocable Trust, dated 6/30/89.
|
(2)
|
3,528,406 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/19/98, 1,296 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as an authorized signatory for the account of Caroline G. Oberndorf, 111,650 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for the William and Susan Oberndorf Trust 2, dated 10/15/98 and 18,550 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as an authorized signatory for the account of Betty Jane Weimer.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
Caroline G. Oberndorf
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
0
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
1,296 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
1,296 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
1,296 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
Less than 0.01%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
IN
|
(1)
|
William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
Peter Oberndorf Irrevocable Trust, dated 6/30/89
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
29,073 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
29,073 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
29,073 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.03%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
OO
|
(1)
|
Power is exercised through its trustee, William E. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
William E. Oberndorf Irrevocable Trust, dated 6/30/89
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
20,432 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
20,432 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
20,432 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.02%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
OO
|
(1)
|
Power is exercised through its trustee, William E. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
William and Susan Oberndorf Trust 2, dated 10/15/98
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
111,650 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
111,650 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
111,650 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
0.1%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
OO
|
(1)
|
Power is exercised through its trustees, William E. Oberndorf and Susan Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
|||
|
Betty Jane Weimer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
||
|
(a) £
|
||
|
(b) T
|
||
3
|
SEC USE ONLY
|
||
|
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
|
||
|
|
||
|
£
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
||
|
0
|
||
8
|
SHARED VOTING POWER
|
||
|
|
||
|
18,550 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
|
||
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
|
||
|
18,550 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|
||
|
18,550 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
|
||
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
|
||
|
Less than 0.01%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
|
||
|
IN
|
(1)
|
William E. Oberndorf is an authorized signatory for the account of Betty Jane Weimer.
|
ITEM 1.
|
Security and Issuer.
|
ITEM 2.
|
Identity and Background.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Name
|
Source of Funds
|
Amount of Funds
|
|
Oberndorf Trust
|
Personal Funds (1)
|
$
|
42,328,289.58
|
OFP
|
Contributions from Partners
|
$
|
8,744,569.58
|
WEO
|
Not Applicable
|
Not Applicable
|
|
CGO
|
Personal Funds (1)
|
$
|
14,955.45
|
Peter Oberndorf Trust
|
Personal Funds (1)
|
$
|
377,005.46
|
Oberndorf Irrevocable Trust
|
Personal Funds (1)
|
$
|
265,097.96
|
Oberndorf Trust 2
|
Personal Funds (1)
|
$
|
1,463,251.41
|
BJW
|
Personal Funds (1)
|
$
|
243,110.74
|
(1)
|
As used herein, the term “Personal Funds” includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, holding, trading or voting Shares.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
ITEM 7.
|
Material to be Filed as Exhibits.
|
Exhibit A:
|
Agreement pursuant to Rule 13d-1(k)
|
|
|
Exhibit B:
|
Power of Attorney
|
Dated: November 20, 2012
|
By:
|
/s/ Krista Rosen
|
Attorney-in-Fact for:
|
||
William and Susan Oberndorf Trust, dated 10/19/98 (1)
|
||
Oberndorf Family Partners (1)
|
||
William E. Oberndorf (1)
|
||
Caroline G. Oberndorf (1)
|
||
Peter Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William E. Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William and Susan Oberndorf Trust 2, dated 10/15/98 (1) | ||
Betty Jane Weimer (1) | ||
(1) A Power of Attorney authorizing Krista Rosen to act on behalf of this person or entity is filed as Exhibit B.
|
Reporting Person
|
Date of Transaction
|
Number of Shares
|
Price Per Share
|
CGO
|
9/26/12
|
1,296
|
$11.5397
|
Peter Oberndorf Trust | 11/13/12 | 26,250 | $13.1057 |
Oberndorf Irrevocable Trust | 11/13/12 | 18,550 | $13.1057 |
Oberndorf Trust 2
|
11/13/12
|
111,650
|
$13.1057
|
BJW
|
11/13/12
|
18,550
|
$13.1057
|
Exhibit
|
Document Description
|
A
|
Agreement Pursuant to Rule 13d-1(k)
|
B
|
Power of Attorney
|
Dated: November 20, 2012
|
By:
|
/s/ Krista Rosen
|
Attorney-in-Fact for:
|
||
William and Susan Oberndorf Trust, dated 10/19/98 (1)
|
||
Oberndorf Family Partners (1)
|
||
William E. Oberndorf (1)
|
||
Caroline G. Oberndorf (1)
|
||
Peter Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William E. Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William and Susan Oberndorf Trust 2, dated 10/15/98 (1) | ||
Betty Jane Weimer (1) | ||
(1) A Power of Attorney authorizing Krista Rosen to act on behalf of this person or entity is filed as Exhibit B.
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(1)
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To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.
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(2)
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To do all such other acts and things as, in such Attorney’s discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.
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(3)
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To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.
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WILLIAM AND SUSAN OBERNDORF TRUST 2, DATED 10/15/98
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By:
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/s/ William E. Oberndorf
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Name:
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William E. Oberndorf
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Title:
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Co-Trustee
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BETTY JANE WEIMER
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/s/ Betty Jane Weimer
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