SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
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(Amendment No. 12)*
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Orange 21 Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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685317109
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(CUSIP Number)
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Seth W. Hamot
Costa Brava Partnership III L.P.
222 Berkeley Street, 17th Floor
Boston, MA 02116
(617) 595-4400
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Jeffrey R. Katz, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
(617) 951-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 22, 2011
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(Date of Event Which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSON: Costa Brava Partnership III L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
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2.
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(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
7,318,004 (1)
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8.
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SHARED VOTING POWER
-0-
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9.
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SOLE DISPOSITIVE POWER
7,318,004 (1)
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10.
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SHARED DISPOSITIVE POWER
-0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,318,004 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.5%
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14.
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TYPE OF REPORTING PERSON*
PN
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1.
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NAME OF REPORTING PERSON: Roark, Rearden & Hamot, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
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2.
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(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
7,318,004 (1)
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8.
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SHARED VOTING POWER
-0-
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9.
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SOLE DISPOSITIVE POWER
7,318,004 (1)
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10.
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SHARED DISPOSITIVE POWER
-0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,318,004 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.5%
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14.
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TYPE OF REPORTING PERSON
OO
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(1) Includes 1,000,000 shares of Common Stock issuable upon the exercise of conversion rights under a promissory note due December 2012 held by Costa Brava Partnership III L.P.
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1.
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NAME OF REPORTING PERSON: Seth W. Hamot
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2.
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(a) o
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
7,318,004 (1)
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8.
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SHARED VOTING POWER
-0-
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9.
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SOLE DISPOSITIVE POWER
7,318,004 (1)
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10.
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SHARED DISPOSITIVE POWER
-0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,318,004 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES x
CERTAIN SHARES
Excludes (i) 32,918 shares held directly by Mr. Hamot, (ii) 6,000 shares held in two trusts for the benefit of Mr. Hamot’s children and 12,000 shares held directly by Mr. Hamot’s children and (iii) 30,000 shares issuable upon the exercise of stock options held by Mr. Hamot that are exercisable within sixty days from the date hereof .
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.5%
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14.
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TYPE OF REPORTING PERSON
IN, HC
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(1) Includes 1,000,000 shares of Common Stock issuable upon the exercise of conversion rights under a promissory note due December 2012 held by Costa Brava Partnership III L.P.
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Item 5. Interest in Securities of the Issuer.
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Paragraphs (a) and (c) of Item 5 are hereby amended and restated to read in their
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entirety as follows:
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(a)
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The Reporting Persons are the beneficial owners of 7,318,004 shares of Common Stock, representing approximately 52.5% of the Common Stock outstanding. This calculation is based on 12,930,440 shares of Common Stock outstanding as of November 7, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011, as filed with the Commission on November 14, 2011, and gives effect to the exercise of conversion rights under a promissory note due December 2012 held by Costa Brava Partnership III L.P. pursuant to which 1,000,000 shares of Common Stock are issuable to Costa Brava Partnership III L.P.
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(c)
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On November 22, 2011, the Costa Brava Partnership III L.P. purchased 34,667 shares of Common Stock at $1.85 per share in open market transactions.
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COSTA BRAVA PARTNERSHIP III L.P.
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By:
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Roark, Rearden & Hamot, LLC, its General Partner
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By:
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/s/ Seth W. Hamot
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Name: Seth W. Hamot
Title: President
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ROARK, REARDEN & HAMOT, LLC
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By:
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/s/ Seth W. Hamot
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Name: Seth W. Hamot
Title: President
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SETH W. HAMOT
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By:
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/s/ Seth W. Hamot
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