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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

 

 

CUSIP No.  67423R108
	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 760,021
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 760,021
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 760,021
	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) 4.1%
	14.	Type of Reporting Person (See Instructions) PN

 

CUSIP No.  67423R108
	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 902,784
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 902,784
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 902,784
	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) 4.9%
	14.	Type of Reporting Person (See Instructions) IA

CUSIP No.  67423R108
	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 902,784
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 902,784
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 902,784
	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) 4.9%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.  67423R108
	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 902,784
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 902,784
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 902,784
	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) 4.9%
	14.	Type of Reporting Person (See Instructions) IN

Item 1.		Security and Issuer
		This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Obagi Medical Products, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 3760 Kilroy Airport Way, Suite 500, Long Beach, California 90806.  This Amendment No. 4 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on November 13, 2009, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 30, 2010, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on November 15, 2011, and as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on December 22, 2011 (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. 4, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 4.
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 902,784 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of January 12, 2012 was approximately $8,614,660, and the total purchase price for the 760,021 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $7,162,183.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
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 18,600,152 shares of Common Stock reported outstanding as of October 31, 2011 in the Company’s most recent Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2011.   Discovery Equity Partners beneficially owns 760,021 shares of Common Stock as of January 12, 2012, which represents 4.1% of the outstanding Common Stock.   Discovery Group beneficially owns 902,784 shares of Common Stock as of January 12, 2012, which represents 4.9% of the outstanding Common Stock.   Mr. Donoghue beneficially owns 902,784 shares of Common Stock as of January 12, 2012, which represents 4.9% of the outstanding Common Stock.   Mr. Murphy beneficially owns 902,784 shares of Common Stock as of January 12, 2012, which represents 4.9% of the outstanding Common Stock.   Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  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 both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
		The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.   Discovery Equity Partners ceased to be the beneficial owner of more than five percent of the Common Stock on December 22, 2011.  Each of Discovery Group and Messrs. Donoghue and Murphy ceased to be the beneficial owner of more than five percent of the Common Stock on January 11, 2012.   No person other than the Partnerships 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 the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements 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. 4 included as Exhibit 2 to this Amendment No. 4, 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 3 and Exhibit 4, respectively, to this Amendment No. 4.

Item 7.	Material to Be Filed as Exhibits
	Exhibit 1:    List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
	Exhibit 2:    Joint Filing Agreement dated as of January 13, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
	Exhibit 3:    Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
	Exhibit 4:    Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

 

	January 13, 2012
	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 1	List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
Exhibit 2	Joint Filing Agreement dated as of January 13, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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Date		Type		Price		Shares
12/21/20111		Sale		$10.1237	16,651
12/22/20112		Sale		10.2203	12,774
12/23/2011		Sale		10.2000	1,622
12/27/2011		Sale		10.0000	200
12/28/20113		Sale		9.8949	14,321
12/29/20114		Sale		10.0378	39,334
12/30/20115		Sale		10.1760	12,769
1/3/20126		Sale		10.2290	22,638
1/4/20127		Sale		10.1753	22,067
1/5/20128		Sale		10.1823	12,878
1/6/20129		Sale		10.2292	7,789
1/9/201210		Sale		10.1844	21,472
1/10/201211		Sale		10.2828	13,617
1/11/201212		Sale		10.3219	6,464
1/12/201213		Sale		10.3211	20,799

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	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

 

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	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

 

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

	/s/ Kareema M. Cruz
	Notary Public

 

	/s/ Michael R. Murphy
	Michael R. Murphy

 

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

 

	/s/ Kareema M. Cruz
	Notary Public