SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Dialogic Inc. [ DLGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/08/2012 A 32,052,623(1) A $1 34,099,521 I Footnote(2)(3)
Common Stock 08/08/2012 A 3,400,429(1) A $0.87 37,499,950 I Footnote(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $1 08/08/2012(4) A 12,715,100 08/08/2012 03/22/2017 Common Stock 12,715,100 (5) 18,000,000 I Footnote(6)(7)
Explanation of Responses:
1. Upon Dialogic Inc. obtaining stockholder approval on August 8, 2012 of the issuance of Common Stock upon exercise of warrants and conversion of convertible notes, the notes issued to Special Value Opportunities Fund, LLC ("SVOF"), Special Value Expansion Fund, LLC ("SVEF") and Tennenbaum Opportunities Partners V, LP ("TOP V" and, together with SVOF and SVEF, the "Funds") were automatically converted into shares of Common Stock. The notes had a conversion price of $1.00 per share, provided that notes issued to the Funds in exchange for the cancellation of certain interest payments had a conversion price of $0.87 per share.
2. SVOF is the registered holder of 13,239,108 shares of Common Stock, SVEF is the registered holder of 5,586,121 shares of Common Stock and TOP V is the registered holder of 18,674,721 shares of Common Stock.
3. By reason of its position as Investment Manager to the Funds, the Reporting Person has the power of voting and disposition of the Common Stock held by the Funds.
4. The warrants were originally issued to the Funds on March 22, 2012, however Dialogic Inc. was not obligated to issue any shares under the warrants that would result in the Funds owning in excess of 19.99% of Dialogic Inc.'s outstanding Common Stock without the approval of Dialogic Inc.'s stockholders. Upon obtaining stockholder approval on August 8, 2012, the warrants became exercisable for the full amount of 18,000,000 shares of Common Stock.
5. The warrants were issued in connection with a debt restructuring. See Dialogic Inc.'s Current Report on Form 8-K filed on March 28, 2012.
6. 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 TOP V is the registered holder of Warrants to purchase 9,600,000 shares of Common Stock.
7. By reason of its position as Investment Manager to the Funds, the Reporting Person has the power of voting and disposition of the Warrants held by the Funds.
Rajneesh Vig 08/10/2012
** Signature of Reporting Person Date
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