-----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, EBNrIVxcLK5Xf9LruMoYUn67WdDj/BbeIuzj9Cz2UlplWFeMRydUhgNBIo1VQO2w T5SbG5bVs+OiK3naku2r7Q== 0001144204-07-052743.txt : 20071003 0001144204-07-052743.hdr.sgml : 20071003 20071003173017 ACCESSION NUMBER: 0001144204-07-052743 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 GROUP MEMBERS: COMVEST GROUP HOLDINGS, LLC GROUP MEMBERS: COMVEST II PARTNERS, LLC GROUP MEMBERS: MICHAEL S. FALK GROUP MEMBERS: ROBERT L. PRIDDY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMVEST INVESTMENT PARTNERS II LLC CENTRAL INDEX KEY: 0001275683 IRS NUMBER: 010784781 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 830 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUENOM INC CENTRAL INDEX KEY: 0001076481 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770365889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60383 FILM NUMBER: 071154673 BUSINESS ADDRESS: STREET 1: 3595 JOHN HOPKINS CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582029000 SC 13D/A 1 v089483_sc13da.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4

Sequenom, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
817337108
(CUSIP Number)
 
ComVest Investment Partners II LLC
One North Clematis Street, Suite 300
West Palm Beach, Florida 33401
(561) 868-6074
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
Copy to:
 
Alan I. Annex, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
 
October 1, 2007
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
The information required on 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, as amended (“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).

 
 

 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
ComVest Investment Partners II, LLC (01-0784781)
 
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)o
(b)o
3
SEC USE ONLY
4 
SOURCE OF FUNDS*
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
3,818,182
8
SHARED VOTING POWER
3,818,182
9
SOLE DISPOSITIVE POWER
3,818,182
10
SHARED DISPOSITIVE POWER
3,818,182
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,818,182
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.68%
14
TYPE OF REPORTING PERSON*
 
OO

 
2

 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
ComVest II Partners, LLC (01-6228703)
 
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)o
(b)o
3
SEC USE ONLY
4 
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,818,182
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,818,182
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,818,182
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.68%
14
TYPE OF REPORTING PERSON*
 
OO
 
 
3

 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
ComVest Group Holdings, LLC (01-622406)
 
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)o
(b)o
3
SEC USE ONLY
4 
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)    o    
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,818,182
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,818,182
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,818,182
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.68%
14
TYPE OF REPORTING PERSON*
 
OO
 
 
4

 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Michael S. Falk
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)o
(b)o
3
SEC USE ONLY
4 
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
28,337
8
SHARED VOTING POWER
3,818,182
9
SOLE DISPOSITIVE POWER
28,337
10
SHARED DISPOSITIVE POWER
3,818,182
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,846,519
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.74%
14
TYPE OF REPORTING PERSON*
 
IN
 
 
5

 


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Robert L. Priddy
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)o
(b)o
3
SEC USE ONLY
4 
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
324,372
8
SHARED VOTING POWER
3,818,182
9
SOLE DISPOSITIVE POWER
324,372
10
SHARED DISPOSITIVE POWER
3,818,182
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,142,554
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.23%
14
TYPE OF REPORTING PERSON*
 
IN
 
 
6

 

This Amendment No. 4 (the “Amendment”) amends Items 4 and 5 of the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2006, as amended by Amendment No. 1 filed on December 11, 2006, Amendment No. 2 filed on July 19, 2007, and Amendment No. 3 filed on October 1, 2007 (together, the “Schedule 13D”), by ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), with respect to the shares of common stock, par value $0.001 per share, of Sequenom, Inc., a Delaware corporation with its principal executive offices located at 3595 John Hopkins Court, San Diego, CA 92121 (the “Issuer”). Unless specifically amended in this Amendment, the disclosures set forth in the Schedule 13D shall remain unchanged.
 
Item 4.
Purpose of Transaction
 
The response to Item 4 is hereby amended to add the following:
 
On October 1, 2007, ComVest sold 500,000 of its shares of common stock of the Issuer for $7.45 per share and made a distribution of 50,288 of its shares of common stock of the Issuer to a member.
 
On October 2, 2007, ComVest sold 810,608 of its shares of common stock of the Issuer for $8.00 per share and made a distribution of its remaining 81,528 shares of Common Stock of the Issuer to a member.
 
Item 5.
Interest in Securities of the Issuer
 
The response to Item 5 is hereby amended and restated to reflect a sale of securities as follows:
 
(a) Including the Warrants (on an as exercised basis) ComVest beneficially owns 3,818,182 shares of Common Stock of the Issuer, representing 8.68% of the Issuer’s stock.
 
Falk and Priddy, by virtue of the fact that they are members of the Investment Committee for ComVest II Partners and, as such, control the purchase and sale of investments by ComVest, and as the principal members of ComVest and ComVest II Partners, may be deemed to have indirect beneficial ownership of the Shares owned by ComVest. However, Falk and Priddy disclaim any beneficial ownership of such Shares.
 
In addition, Priddy has direct beneficial ownership of 1,292 shares received by him as a member of ComVest in the distribution, and has indirect beneficial ownership of 323,080 shares received by Robert P, LLC as a member of ComVest in the distribution. Priddy may be deemed to have a beneficial ownership of a total of 10.23% of the Issuer’s stock.
 
Additionally, Falk has direct beneficial ownership of 28,337 shares received by him as a member of ComVest in the distribution. Falk may be deemed to have a beneficial ownership of a total of 8.74% of the Issuer’s stock.
 
(b) Falk and Priddy, by virtue of the fact that they are members of the Investment Committee for ComVest II Partners and, as such, control the purchase and sale of investments by ComVest and as the principal members of ComVest and ComVest II Partners, have the power to vote or to direct the vote and the power to dispose and to direct the disposition of the Shares owned by ComVest.
 
In addition, Priddy has sole voting power over 1,292 shares received by him as a member of ComVest in the distribution, and has sole voting power over 323,080 shares received by Robert P, LLC as a member of ComVest in the distribution.
 
Additionally, Falk has sole voting power over 28,337 shares received by him as a member of ComVest in the distribution.
 
(c) On October 1, 2007, ComVest sold 500,000 of its shares of common stock of the Issuer for $7.45 per share and made a distribution of 50,288 of its shares of common stock of the Issuer to a member.
 
 
7

 
 
On October 2, 2007, ComVest sold 810,608 of its shares of common stock of the Issuer for $8.00 per share and made a distribution of its remaining 81,528 shares of Common Stock of the Issuer to a member.
 
(d) Not applicable.
 
(e) Not applicable.

 
8

 

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.
 
Dated: October 3, 2007
ComVest Investment Partners II LLC
   
 
By: ComVest II Partners, LLC, its managing member
   
 
By: /s/ Cecilio Rodriguez

Name: Cecilio Rodriguez  
 
Title: Treasurer
   
Dated: October 3, 2007
ComVest II Partners, LLC
   
 
By: /s/ Cecilio Rodriguez
Name: Cecilio Rodriguez        
 
Title: Treasurer
   
Dated: October 3, 2007
ComVest Group Holdings, LLC
   
 
By: /s/ Cecilio Rodriguez

                Name: Cecilio Rodriguez     
 
Title: Treasurer
   
Dated: October 3, 2007
/s/ Michael S. Falk_______________________________
Michael S. Falk, individually
   
Dated: October 3, 2007
Robert L. Priddy___________________________
Robert L. Priddy, individually
 
 
9

 
 
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