t67617_sc13da.htm

0001188112-10-000848.txt : 20100331 0001188112-10-000848.hdr.sgml : 20100331 20100331152339 ACCESSION NUMBER: 0001188112-10-000848 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100331 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERSANT CORP CENTRAL INDEX KEY: 0000865917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943079392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48823 FILM NUMBER: 10718689 BUSINESS ADDRESS: STREET 1: 255 SHORELINE STREET 2: SUITE 450 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-232-2400 MAIL ADDRESS: STREET 1: 255 SHORELINE STREET 2: SUITE 450 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: VERSANT OBJECT TECHNOLOGY CORP DATE OF NAME CHANGE: 19960428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t67617_sc13da.htm SC 13D (AMENDMENT NO. 7) t67617_sc13da.htm

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Versant Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

925284309

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 29, 2010

(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 §§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 §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 ("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. 925284309

	1.	Names of Reporting Persons. Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check 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 None.

			8.	Shared Voting Power 173,445

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 173,445

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 173,445

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.0%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 925284309

	1.	Names of Reporting Persons. Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 173,445

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 173,445

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 173,445

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 925284309

	1.	Names of Reporting Persons. Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 173,445

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 173,445

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 173,445

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer

	This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) relates to the Common Stock, no par value (the “Common Stock”), of Versant Corporation, a California corporation (the “Company”), which has its principal executive offices at 255 Shoreline Drive, Suite 450, Redwood City, California 94065. This Amendment No. 7 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to t he Company on March 3, 2009, as amended by Amendment No. 1 filed by the Reporting Persons with respect to the Company on March 12, 2009, Amendment No. 2 filed by the Reporting Persons with respect to the Company on April 22, 2009 Amendment No. 3 filed by the Reporting Persons with respect to the Company on February 3, 2010, Amendment No. 4 filed by the Reporting Persons with respect to the Company on February 5, 2010, Amendment No. 5 filed by the Reporting Persons with respect to the Company on February 24, 2010 and Amendment No. 6 filed by the Reporting Persons with respect to the Company on March 15, 2010 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 7, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belie f, true, complete and correct as of the date of this Amendment No. 7.

Item 2.	Identity and Backround

	Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:

	This statement is being jointly filed by the following persons (the “Reporting Persons”):

	Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company primarily engaged in the business of investing in securities.

	Daniel J. Donoghue is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.

	Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.

	Both Mr. Donoghue and Mr. Murphy are United States citizens.

	The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.

	During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration

	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

	The total purchase price for the 173,445 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of March 30, 2010 was approximately $2,423,754. The source of such funds was the assets of two private investment partnerships (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, and proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions. The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5	Interests in the Securities of the Issuer

	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

	The information concerning percentages of ownership set forth below is based on 3,492,768 shares of Common Stock reported outstanding as of March 15, 2010 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended January 31, 2010.

	Discovery Group beneficially owns 173,445 shares of Common Stock as of March 30, 2010, which represents 5.0% of the outstanding Common Stock.

	Mr. Donoghue beneficially owns 173,445 shares of Common Stock as of March 30, 2010, which represents 5.0% of the outstanding Common Stock.

	Mr. Murphy beneficially owns 173,445 shares of Common Stock as of March 30, 2010, which represents 5.0% of the outstanding Common Stock.

	Discovery Group is the sole general partner of one of the Partnerships and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships.

	The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.

	Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on March 29, 2010.

	No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 7 included as Exhibit 2 to this Amendment No. 7, and the Powers of Attorney gra nted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 7.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 1: List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

	Exhibit 2: Joint Filing Agreement dated as of March 31, 2010, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

	Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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.

	March 31, 2010
	Date
	DISCOVERY GROUP I, LLC, By: Michael R. Murphy*
	Signature
	Michael R. Murphy, Managing Member
	Name/Title

	Daniel J. Donoghue*
	Signature
	Daniel J. Donoghue
	Name/Title

	Michael R. Murphy*
	Signature
	Michael R. Murphy
	Name/Title


	*By: /s/ Mark Buckley
	Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

Exhibit Index

	Exhibit 1		List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

	Exhibit 2		Joint Filing Agreement dated as of March 31, 2010, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 3		Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008

	Exhibit 4		Power of Attorney of Michael R. Murphy, dated as of April 28, 2008

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

TRANSACTIONS SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D. Such transactions involved the sale of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date	Type	Price	Shares
3/15/2010	Sale	$14.80	502
3/16/20101	Sale	14.7584	1201
3/17/2010	Sale	14.835	100
3/18/20102	Sale	14.6372	3215
3/22/20103	Sale	14.8208	2500
3/23/20104	Sale	15.0391	1200
3/25/20105	Sale	14.973	3874
3/26/2010	Sale	15.00	200
3/29/2010	Sale	15.10	1358
3/30/20106	Sale	15.1387	1311

1 This transaction was executed in multiple trades at prices ranging from $14.75 - 14.85.

2 This transaction was executed in multiple trades at prices ranging from $14.60 - 14.70.

3 This transaction was executed in multiple trades at prices ranging from $14.80 - 14.84.

4 This transaction was executed in multiple trades at prices ranging from $14.99 - 15.04.

5 This transaction was executed in multiple trades at prices ranging from $14.95 - 14.99.

6 This transaction was executed in multiple trades at prices ranging from $15.09 - 15.20.

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 7 to Schedule 13D to which this Agreement is attached.

Dated: March 31, 2010

	DISCOVERY GROUP I, LLC

	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member


	Daniel J. Donoghue*
	Daniel J. Donoghue

	Michael R. Murphy*
	Michael R. Murphy



	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

EXHIBIT 3

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public

EX-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Michael R. Murphy
	Michael R. Murphy

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public