0001021771-05-000037.txt : 20120705
0001021771-05-000037.hdr.sgml : 20120704
20050127145624
ACCESSION NUMBER: 0001021771-05-000037
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GAGNON NEIL
CENTRAL INDEX KEY: 0001070170
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 1775 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10019
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SUMTOTAL SYSTEMS INC
CENTRAL INDEX KEY: 0001269132
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 421607228
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79919
FILM NUMBER: 05553475
BUSINESS ADDRESS:
STREET 1: 2444 CHARLESTON ROAD
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
BUSINESS PHONE: 6509349500
MAIL ADDRESS:
STREET 1: 2444 CHARLESTON ROAD
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
FORMER COMPANY:
FORMER CONFORMED NAME: HOCKEY MERGER CORP
DATE OF NAME CHANGE: 20031105
SC 13G/A
1
amendment1.txt
SCHEDULE 13G/A1 - SUMTOTAL SYSTEMS, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(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(b)
(Amendment No. 1 )1
Sumtotal Systems, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
866615 10 7
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check 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)
----------------
1The 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. 866615 10 7 Page 2 of 6 Pages
----------- - -
----------------------------- ------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Neil Gagnon
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
421,114
---------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 252,035
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 409,435
WITH ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
855,401
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,264,836
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
Sumtotal Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
244 Charleston Road
Mountainview, CA 94043
Item 2(a) Name of Person Filing:
Neil Gagnon
Item 2(b) Address of Principal Business Office or, if none, Residence:
1370 Avenue of the Americas
Suite 2002
New York, NY 10019
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
866615 10 7
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
Not Applicable
Item 4 Ownership.
Item 4(a) Amount Beneficially Owned:
As of December 31, 2004, Neil Gagnon beneficially owned 1,264,836 shares of
Common Stock of Sumtotal Systems, Inc., which amount includes (i) 252,492 shares
beneficially owned by Mr. Gagnon over which he has sole voting power and sole
dispositive power; (ii) 10,380 shares beneficially owned by Mr. Gagnon over
which he has sole voting power and shared dispositive power; (iii) 137,507
shares beneficially owned by Lois Gagnon, Mr. Gagnon's wife, over which he has
shared voting power and shared dispositive power; (iv) 11,910 shares
beneficially owned jointly by Mr. Gagnon and his wife, over
which Mr. Gagnon has shared voting power and shared dispositive power; (v)
51,775 shares held by the Lois E. and Neil E. Gagnon Foundation (the
"Foundation"), of which Mr. Gagnon is a trustee and over which he has shared
voting power and shared dispositive power; (vi) 50,843 shares held by the Gagnon
Family Limited Partnership (the "Partnership") of which Mr. Gagnon is a partner
and over which he has shared voting power and shared dispositive power; (vii)
41,036 shares held by the Gagnon Grandchildren Trust (the "Trust") over which
Mr. Gagnon has shared dispositive power but no voting power; (viii) 155,230
shares held by a hedge fund (of which Mr. Gagnon is a general partner) over
which Mr. Gagnon has sole dispositive power and sole voting power; (ix) 1,713
shares held by the Gagnon Securities LLC P/S Plan (the "Plan") (of which Mr.
Gagnon is a trustee) over which Mr. Gagnon has sole dispositive power and sole
voting power; (x) 1,299 shares held by the Plan over which Mr. Gagnon has shared
dispositive power and sole voting power; and (xi) 550,651 shares held for
certain customers of Gagnon Securities LLC (of which Mr. Gagnon is the Managing
Member and the principal owner) over which Mr. Gagnon has shared dispositive
power but no voting power.
Item 4(b) Percent of Class:
6.1% beneficially owned by Mr. Gagnon. Calculation of percentage of
beneficial ownership is based on 20,646,383 shares of Issuer's Common Stock
outstanding on October 29, 2004 as reported by the Issuer in its Quarterly
Report filed on Form 10-Q for the period ended September 30, 2004.
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 421,114
(ii) shared power to vote or to direct the vote: 252,035
(iii) sole power to dispose or to direct the disposition of: 409,435
(iv) shared power to dispose or to direct the disposition of: 855,401
Items 5-9. Not applicable.
Filing of this statement by the Reporting Person shall not be deemed an
admission that he beneficially owns the securities reported herein as held in
customer accounts at Gagnon Securities LLC or by the Foundation, the
Partnership, the Trust or the Plan. Mr. Gagnon expressly disclaims beneficial
ownership of all securities held in such customer accounts or by the Foundation,
the Partnership, the Trust or the Plan. No single client's interest as reported
in the customer accounts at Gagnon Securities LLC exceeds 5% of the outstanding
Common Stock.
Item 10 Certification.
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.
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.
January 25, 2005
--------------------------
Date
/s/ Neil Gagnon
--------------------------
Neil Gagnon