0001323953-12-000011.txt : 20120214 0001323953-12-000011.hdr.sgml : 20120214 20120214141931 ACCESSION NUMBER: 0001323953-12-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Support.com, Inc. CENTRAL INDEX KEY: 0001104855 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943282005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60733 FILM NUMBER: 12607737 BUSINESS ADDRESS: STREET 1: 575 BROADWAY CITY: REDWOOD STATE: CA ZIP: 94063 BUSINESS PHONE: 650 556 8933 MAIL ADDRESS: STREET 1: 1900 SEAPORT BLVD STREET 2: 3RD FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: SUPPORTSOFT INC DATE OF NAME CHANGE: 20020328 FORMER COMPANY: FORMER CONFORMED NAME: SUPPORT COM INC DATE OF NAME CHANGE: 20000201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGM Capital, LLC CENTRAL INDEX KEY: 0001323953 IRS NUMBER: 061685711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 BUSINESS PHONE: 239-593-1280 MAIL ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 SC 13G/A 1 rgmsprt13GA2011.txt SUPPORT.COM 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Support.com -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 86858W101 (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) ---------- * 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. 86858W101 --------------------- 1. NAME OF REPORTING PERSONS RGM Capital, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 06-1685711 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 6,401,762 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 6,401,762 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,401,762 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.17% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA -------------------------------------------------------------------------------- CUSIP No. 86858W101 --------------------- 1. NAME OF REPORTING PERSONS Robert G. Moses I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 6,401,762 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 6,401,762 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,401,762 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.17% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC -------------------------------------------------------------------------------- CUSIP No. 86858W101 --------------------- 1. NAMES OF REPORTING PERSONS Duke University I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 56-0532129 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,960,426 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,960,426 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,960,426 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.10% 12. TYPE OF REPORTING PERSON OO CUSIP No. 86858W101 --------------------- 1. NAMES OF REPORTING PERSONS Blacwell Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8075455 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,960,426 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,960,426 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,960,426 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.10% 12. TYPE OF REPORTING PERSON IV CUSIP No. 86858W101 --------------------- 1. NAMES OF REPORTING PERSONS DUMAC, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 65-1319939 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,960,426 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,960,426 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,960,426 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.10% 12. TYPE OF REPORTING PERSON IA DUMAC, LLC (DUMAC), Duke University, and Blackwell Partners LLC (collectively, the Reporting Persons) are filing this Statement of Beneficial Ownership on Schedule 13G to report the shares of Common Stock, par value $.01 per share (the Common Stock) of Support.com over which they could acquire beneficial ownership if they were to terminate their investment management agreement with RGM Capital, LLC. DUMAC is a North Carolina limited liability company formed by Duke University that is majority owned by Duke University and that provides investment management services to Duke University and Blackwell Partners LLC.Blackwell Partners, LLC is a Georgialimited liability company that is managed by an entity that qualifies as a support corporation of Duke University underSection 509(a)(3) of the Internal Revenue Code. Item 1(a). Name of Issuer: Support.com ------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 1900 Seaport Boulevard, 3rd Floor, Redwood City, CA 94063 ------------------------------------------------------------------- Item 2(b). Name of Person Filing: RGM Capital, LLC Robert G. Moses Duke University Blackwell Partners LLC DUMAC, LLC Item 2(b). Address of Principal Business Office: RGM Capital, LLC 9010 Strada Stell Court Suite 105 Naples, FL 34109 Duke University c/o DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 Blackwell Partners LLC c/o DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 Item 2(c). Citizenship: RGM Capital, LLC Delaware Duke University North Carolina Blackwell Partners LLC Georgia DUMAC, LLC North Carolina Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP Number: 86858W101 Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1) (ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the FederalDeposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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: 6,401,762 ------------------------------------------------------------------- (b) Percent of class: 13.17% ------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 --------------------, (ii) Shared power to vote or to direct the vote 6,401,762 --------------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------------, (iv) Shared power to dispose or to direct the disposition of 6,401,762 --------------------. As of the date of this filing, RGM Capital, LLC beneficially owns 6,401,762 shares of Common Stock, which constitutes approximately 13.17% of Support.com outstanding Common Stock as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on February 12, 2012. As of the date of this filing, Duke University beneficially owns 2,960,426 shares of Common Stock, which constitutes approximately 6.10% of support.com outstanding Common Stock as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on February 14, 2012. Of the above 2,960,426 shares of Common Stock, Duke University and DUMAC, LLC have shared dispositive power over 2,960,426 shares of Common Stock. Blackwell Partners LLC beneficially owns, and has sole voting and dispositive power over 2,960,426 shares of Common Stock, which constitutes approximately 6.10% of Support.com outstanding Common Stock. This Schedule 13G has been filed for informational purposes to reflect that DUMAC makes investment decisions for each of Duke University and Blackwell Partners LLC and can terminate the investment management agreement with RGM Capital, LLC within 60 days. Item 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Robert G. Moses is the managing member of RGM Capital, LLC, a Delaware limited liability company that serves as the general partner of and exercises investment discretion over the accounts of, a number of investment vehicles. None of those investment vehicles has beneficial ownership of 5% or more of any class of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE Item 9. Notice of Dissolution of Group. NOT APPLICABLE --------------------------------------------------------------------- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. February 14, 2012 ------------------------------------- (Date) RGM CAPITAL, LLC* By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses* By: /s/ Robert G. Moses --------------------------- * The Reporting Persons disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest. Exhibit A AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13G, dated August 30, 2012 relating to the Common Stock of Support.com, shall be filed on behalf of the undersigned. February 14, 2012 ------------------------------------- (Date) RGM CAPITAL, LLC By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses By: /s/ Robert G. Moses ---------------------------