SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
TENNENBAUM CAPITAL PARTNERS LLC

(Last) (First) (Middle)
2951 28TH STREET
SUITE 1000

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2012
3. Issuer Name and Ticker or Trading Symbol
Dialogic Inc. [ DLGC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,046,898 I Footnotes (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) 03/22/2012 03/22/2017 Common Stock 5,284,900 1 I Footnotes (3) (4)
Explanation of Responses:
1. Special Value Opportunities Fund, LLC ("SVOF") is the registered holder of 1,439,511 shares of Common Stock and Special Value Expansion Fund, LLC ("SVEF") is the registered holder of 607,388 shares of Common Stock.
2. By reason of its position as Investment Manager to SVOF and SVEF, Tennenbaum Capital Partners, LLC has the power of voting and disposition of the Common Stock held by SVOF and SVEF.
3. SVOF is the registered holder of Warrants to purchase 5,907,418 shares of Common Stock, SVEF is the registered holder of Warrants to purchase 2,492,582 shares of Common Stock and Tennenbaum Opportunities Partners V, LP ("TOP V") is the registered holder of Warrants to purchase 9,600,000 shares of Common Stock; however, Dialogic Inc. is not obligated to issue any such shares that wold result in the Funds owning in excess of 19.99% of Dialogic Inc.'s outstanding Common Stock without the approval of Dialogic Inc.'s shockholders. As a result, the share numbers reported above exclude 12,715,100 shares of Common Stock that are not issuable to the Funds upon exercise of the Warrants unless stockholder approval is obtained.
4. By reason of its position as Investment Manager to SVOF and SVEF, Tennenbaum Capital Partners, LLC has the power of voting and disposition of the Warrants held by SVOF, SVEF and TOP V.
Elizabeth Greenwood 04/02/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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