0001571049-14-007009.txt : 20141204 0001571049-14-007009.hdr.sgml : 20141204 20141204142906 ACCESSION NUMBER: 0001571049-14-007009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20141204 DATE AS OF CHANGE: 20141204 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Carbonite Inc CENTRAL INDEX KEY: 0001340127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 331111329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86376 FILM NUMBER: 141266033 BUSINESS ADDRESS: STREET 1: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 BUSINESS PHONE: 6175871140 MAIL ADDRESS: STREET 1: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 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: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-9600 MAIL ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t80951_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 2)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Carbonite, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

141337105

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

300 S. Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 4, 2014

(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. 141337105

	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.

	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) WC

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

	6.	Citizenship or Place of Organization Illinois

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

	8.	Shared Voting Power 2,112,571

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 2,112,571

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,112,571

	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) 7.8%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 141337105

	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 2,112,571

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 2,112,571

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,112,571

	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) 7.8%

	14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 141337105

	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 2,112,571

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 2,112,571

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,112,571

	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) 7.8%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 141337105

	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 2,112,571

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 2,112,571

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,112,571

	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) 7.8%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.		Security and Issuer

		This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Carbonite, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at Two Avenue de Lafayette, Boston, Massachusetts 02111. This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on February 7, 2014, and as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on February 28, 2014 (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. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 2.

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 2,112,571 shares of Common Stock beneficially owned by the Reporting Persons as of December 3, 2014 was approximately $23,209,864. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 4.		Purpose of Transaction

		Item 4 of the Schedule 13D is hereby amended by the addition of the following as the fourth paragraph thereof: On December 4, 2014, Discovery Group is sending a letter to the Board of Directors of the Company (the “Board”) setting forth Discovery Group’s recommendation that, in response to the offer by J2 Global to acquire the Company, a Special Committee of independent, non-management directors be formed and immediately engage an investment banker to contact potential alternative strategic and financial buyers, and explaining Discovery Group’s reasons for its recommendation. The description of the aforementioned letter of Discovery Group contained herein is qualified in its entirety by reference to the full text of such letter, which is included as Exhibit 1 to this Amendment No. 2.

Item 5.	Interest in 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 26,967,767 shares of Common Stock reported outstanding as of October 31, 2014 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. Discovery Equity Partners beneficially owns 2,112,571 shares of Common Stock as of December 3, 2014, which represents 7.8% of the outstanding Common Stock.

	Discovery Group beneficially owns 2,112,571 shares of Common Stock as of December 3, 2014, which represents 7.8% of the outstanding Common Stock. Mr. Donoghue beneficially owns 2,112,571 shares of Common Stock as of December 3, 2014, which represents 7.8% of the outstanding Common Stock. Mr. Murphy beneficially owns 2,112,571 shares of Common Stock as of December 3, 2014, which represents 7.8% of the outstanding Common Stock.. Discovery Group is the sole general partner of Discovery Equity Partners. 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 Discovery Equity Partners. The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 2 hereto. No person other than Discovery Equity Partners 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 Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement 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. 2 included as Exhibit 3 to this Amendment No. 2, and the Powers of Attorney granted 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 4 and Exhibit 5, respectively, to this Amendment No. 2.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 1: Letter dated December 4, 2014 of Discovery Group to the Board of Directors of the Company.

	Exhibit 2: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

	Exhibit 3: Joint Filing Agreement dated as of December 4, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 4: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

	Exhibit 5: 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.

	December 4, 2014
	Date
	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P. 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		Letter dated December 4, 2014 of Discovery Group to the Board of Directors of the Company.

Exhibit 2		List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

Exhibit 3		Joint Filing Agreement dated as of December 4, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 4		Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 5		Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

EX-1 2 ex-1.htm EXHIBIT 1

EXHIBIT 1

December 4, 2014

The Board of Directors

Carbonite, Inc.

2 Avenue de Lafayette

Boston, MA 02111

Dear Directors:

As you know, Discovery Group is one of the largest shareholders in Carbonite, owning approximately 7.8% of the outstanding shares. We have followed Carbonite for several years, and we have had many meetings and discussions with the management team. We have a good and current understanding of Carbonite’s competitive advantages and growth opportunities, along with the related challenges and risks.

Perhaps as important, we also know the difficulties that small capitalization companies like Carbonite face when it comes to improving shareholder value in the face of a changing business model, poor equity analyst coverage, and limited trading volume. These issues are more acute for Carbonite given an unclear CEO transition and a stock that has underperformed the market and the industry since the August 2011 IPO.

Given our background, and the recently disclosed non-binding offer by J2 Global to acquire Carbonite for $15.00, we feel it is important to communicate our recommendation directly and clearly to the Board.

We believe the Carbonite Board should carefully consider J2’s offer. At 2.9x 2014 revenue guidance, the valuation is a reasonable price to begin negotiations with a well qualified, knowledgeable buyer. However, our industry due diligence suggests that other strategic and financial parties may be interested in acquiring Carbonite. Therefore, we strongly recommend that a Special Committee of independent, non-management directors be formed and immediately engage an objective industry investment banker to contact potential alternative strategic and financial buyers.

300 S. Wacker Drive, Suite 600, Chicago, IL 60606

Board of Directors

December 4, 2014

Page 2

Given Carbonite’s high quality business and growth prospects, the Special Committee may be able to obtain an offer that is superior to J2’s proposal. However, if no better transaction is found, please know that we will likely support a transaction with J2. Our detailed analysis of Carbonite clearly concludes that at or above $15.00 today exceeds any risk-adjusted future potential value that shareholders might be able to achieve if Carbonite remains an independent public company.

	Sincerely,

	Discovery Equity Partners, L.P.

	By:	Discovery Group I, LLC, its General Partner

	By:	/s/ Michael R. Murphy
		Michael R. Murphy
		Managing Member

EX-2 3 ex-2.htm EXHIBIT 2

EXHIBIT 2

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the sale of shares on the NASDAQ Global Market. Certain of 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
11/3/2014	Sale	$ 11.0753	1	3000
11/4/2014	Sale	$ 11.0000		1000
11/5/2014	Sale	$ 11.0000		100
11/6/2014	Sale	$ 11.0067	2	4800
11/7/2014	Sale	$ 11.0917	3	3702
11/10/2014	Sale	$ 11.0076	4	3100
11/11/2014	Sale	$ 11.0251	5	3900
11/12/2014	Sale	$ 11.3246	6	5000
11/13/2014	Sale	$ 11.6059	7	7500
11/14/2014	Sale	$ 11.6500	8	4000
11/17/2014	Sale	$ 11.6118	9	736
11/18/2014	Sale	$ 11.4978	10	2968
11/19/2014	Sale	$ 11.3605	11	1438
11/20/2014	Sale	$ 11.3800	12	2000
11/21/2014	Sale	$ 11.4795	13	2824
11/24/2014	Sale	$ 11.5029	14	2576
11/25/2014	Sale	$ 11.6155	15	2737
11/26/2014	Sale	$ 11.7700		2200
11/28/2014	Sale	$ 11.8900		1382
12/1/2014	Sale	$ 11.7271	16	2100
12/2/2014	Sale	$ 11.7493	17	9065

1 This transaction was executed in multiple trades at prices ranging from $11.03 – 11.0850.

2 This transaction was executed in multiple trades at prices ranging from $11.00 – 11.04.

3 This transaction was executed in multiple trades at prices ranging from $11.03 – 11.10.

4 This transaction was executed in multiple trades at prices ranging from $11.00 – 11.15.

5 This transaction was executed in multiple trades at prices ranging from $11.00 – 11.07.

6 This transaction was executed in multiple trades at prices ranging from $11.30 – 11.33.

7 This transaction was executed in multiple trades at prices ranging from $11.45 – 11.70.

8 This transaction was executed in multiple trades at prices ranging from $11.63 – 11.67.

9 This transaction was executed in multiple trades at prices ranging from $11.60 – 11.62.

10 This transaction was executed in multiple trades at prices ranging from $11.48 – 11.52.

11 This transaction was executed in multiple trades at prices ranging from $11.30 – 11.45.

12 This transaction was executed in multiple trades at prices ranging from $11.36 – 11.40.

13 This transaction was executed in multiple trades at prices ranging from $11.41 – 11.52.

14 This transaction was executed in multiple trades at prices ranging from $11.50 – 11.52.

15 This transaction was executed in multiple trades at prices ranging from $11.59 – 11.64.

16 This transaction was executed in multiple trades at prices ranging from $11.70 – 11.77.

17 This transaction was executed in multiple trades at prices ranging from $11.74 – 11.76.

EX-3 4 ex-3.htm EXHIBIT 3

EXHIBIT 3

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 2 to Schedule 13D to which this Agreement is attached.

Dated: December 4, 2014

	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.

	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-4 5 ex-4.htm EXHIBIT 4

EXHIBIT 4

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-5 6 ex-5.htm EXHIBIT 5

EXHIBIT 5

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

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