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