0000902664-12-000557.txt : 20120301 0000902664-12-000557.hdr.sgml : 20120301 20120229191856 ACCESSION NUMBER: 0000902664-12-000557 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUNDBITE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001163698 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043520763 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83628 FILM NUMBER: 12655127 BUSINESS ADDRESS: STREET 1: 22 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-897-2500 MAIL ADDRESS: STREET 1: 22 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: SOUNDBITE COMMUNICATIONS NC DATE OF NAME CHANGE: 20011214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emancipation Capital CENTRAL INDEX KEY: 0001292832 IRS NUMBER: 020700892 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-605-0661 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 p12-0375sc13ga.htm SOUNDBITE COMMUNICATIONS, INC. p12-0375sc13ga.htm


SECURITIES AND EXCHANGE COMMISSION1
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
SoundBite Communications, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
836091108
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of This Statement)
 
 
Check the 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)
 
(Page 1 of 7 Pages)

______________________________
*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.  836091108
 
13G/A
Page 2 of 7 Pages


 
   
1
NAME OF REPORTING PERSON
Emancipation Capital, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
970,163
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
970,163
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,163
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12
TYPE OF REPORTING PERSON
PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
CUSIP No.  836091108
 
13G/A
Page 3 of 7 Pages



   
1
NAME OF REPORTING PERSON
Emancipation Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
970,163
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
970,163
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,163
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12
TYPE OF REPORTING PERSON
OO

SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  836091108
 
13G/A
Page 4 of 7 Pages



   
1
NAME OF REPORTING PERSON
Emancipation Capital Master, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
970,163
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
970,163
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,163
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12
TYPE OF REPORTING PERSON
CO

SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  836091108
 
13G/A
Page 5 of 7 Pages



   
1
NAME OF REPORTING PERSON
Charles Frumberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
970,163
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
970,163
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,163
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12
TYPE OF REPORTING PERSON
IN

SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  836091108
 
13G/A
Page 6 of 7 Pages



This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13G filed on October 22, 2009 as amended by Amendment No. 1 filed on February  12, 2010 and Amendment No. 2 filed on January 21, 2011 (the "Original Schedule 13G" as amended by this Amendment the "Schedule 13G"), with respect to shares of common stock, par value $0.001 per share (the "Common Stock"), of SoundBite Communications, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.


Item 4.
OWNERSHIP
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
     
As of the filing date, each Reporting Person may be deemed the beneficial owner of 970,163 Shares.
 
 
(b)
Percent of class:
     
Approximately 5.9% as of the filing date, based on the Company's Form 8-K filed February 22, 2012, there were 16,410,427 Shares issued and outstanding as of December 31, 2011.
 
 
(c)
Number of shares as to which such person has:
       
   
(i)
Sole power to vote or to direct the vote
     
0
       
   
(ii)
Shared power to vote or to direct the vote
     
970,163 Shares
       
   
(iii)
Sole power to dispose or to direct the disposition of
     
0
       
   
(iv)
Shared power to dispose or to direct the disposition of
     
970,163 Shares


 
 
 
CUSIP No.  836091108
 
13G/A
Page 7 of 7 Pages



SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct

Dated:  February 29, 2012
    
     
EMANCIPATION CAPITAL, LP
    
By:  Emancipation Capital, LLC, its general partner
    
     
     
By:
/s/ CHARLES FRUMBERG
    
Name:
Charles Frumberg
    
Title:
Managing Member
    
     

EMANCIPATION CAPITAL MASTER LTD.
    
     
     
By:
/s/ CHARLES FRUMBERG
    
Name:
Charles Frumberg
    
Title:
Director
    
     

EMANCIPATION CAPITAL, LLC
    
     
     
By:
/s/ CHARLES FRUMBERG
    
Name:
Charles Frumberg
    
Title:
Managing Member
    
     

/s/ CHARLES FRUMBERG
    
Charles Frumberg