-----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, KqhcYWgup9YgrcHrgEJrj6/MHuge7UHxWDXSJ+yHQKSacwAVaAXroTI3uy3CcdV6 8VaZxA/r/V7dcoG8h8QB1g== 0001172661-07-000047.txt : 20070206 0001172661-07-000047.hdr.sgml : 20070206 20070206165239 ACCESSION NUMBER: 0001172661-07-000047 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDE COMMERCE INC CENTRAL INDEX KEY: 0001263756 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841450019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79516 FILM NUMBER: 07585012 BUSINESS ADDRESS: STREET 1: 5005 WATERIDGE VISTA DRIVE, 2ND FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-638-4900 MAIL ADDRESS: STREET 1: 5005 WATERIDGE VISTA DRIVE, 2ND FLOOR CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tracer Capital Management L.P. CENTRAL INDEX KEY: 0001314809 IRS NUMBER: 200377421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE , 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-4250 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE , 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 prov0207.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 1 Provide Commerce, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74373W103 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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). CUSIP No. 74373W103 1. Names of Reporting Person Tracer Capital Management L.P. I.R.S. Identification Nos. of above person (entities only): 20-0377421 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IA CUSIP No. 74373W103 1. Names of Reporting Person Riley McCormack I.R.S. Identification Nos. of above person (entities only). 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IN CUSIP No. 74373W103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Matt Hastings 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 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IN Item 1. (a) Issuer: Provide Commerce, Inc. 1. Address: 5005 Wateridge Vista Drive 2nd Floor San Diego, CA 92121 Item 2. (a) Name of Person Filing: Tracer Capital Management L.P. Riley McCormack Matt Hastings (b) Address of Principal Business Offices: Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 Delaware limited partnership Riley McCormack c/o Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 United States citizen Matt Hastings c/o Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 United States citizen (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common Stock (e) CUSIP Number: 74373W103 Item 3. Tracer Capital Management L.P. is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately. The sole power to vote or direct the vote of the entire shareholding and the sole power to dispose of or direct the disposal of the entire shareholding has been delegated to Tracer Capital Management L.P. for the unregistered funds managed by Tracer Capital Management L.P. Riley McCormack and Matt Hastings, as the sole limited partners of Tracer Capital Management L.P. and the sole managing members of TCM and Company, LLC, the general partner of Tracer Capital Management L.P., control Tracer Capital Management L.P. Item 5. Ownership of Five Percent or Less of a Class Not Applicable 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 on 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 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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. 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 6, 2007 Tracer Capital Management L.P. By: /s/ Riley McCormack -------------------------- Name: Riley McCormack Title: Managing Member By: /s/ Riley McCormack -------------------------- Name: Riley McCormack By: /s/ Matt Hastings -------------------------- Name: Matt Hastings -----END PRIVACY-ENHANCED MESSAGE-----