0001188112-11-002432.txt : 20110824 0001188112-11-002432.hdr.sgml : 20110824 20110824170529 ACCESSION NUMBER: 0001188112-11-002432 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110824 DATE AS OF CHANGE: 20110824 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: interclick, inc. CENTRAL INDEX KEY: 0001378846 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 010692341 STATE OF INCORPORATION: DE FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85072 FILM NUMBER: 111054662 BUSINESS ADDRESS: STREET 1: 11 WEST 19TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (646) 722-6260 MAIL ADDRESS: STREET 1: 11 WEST 19TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: interCLICK, Inc. DATE OF NAME CHANGE: 20080625 FORMER COMPANY: FORMER CONFORMED NAME: Customer Acquisition Network Holdings, Inc. DATE OF NAME CHANGE: 20070830 FORMER COMPANY: FORMER CONFORMED NAME: Outsiders Entertainment, Inc. DATE OF NAME CHANGE: 20061020 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: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t71419_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 3) t71419_sc13da.htm

  UNITED STATES
  SECURITIES AND EXCHANGE
COMMISSION
  Washington, D.C. 20549
 
  SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
interclick, inc.
 (Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

458483203
(CUSIP Number)

Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 22, 2011
(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. 458483203
 
 
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
2,003,058
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
2,003,058
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,003,058
 
 
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)
8.1%
 
 
14.
Type of Reporting Person (See Instructions)
PN


 
 
 
 


CUSIP No.  458483203
 
 
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
2,306,758
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
2,306,758
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,758
 
 
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)
9.3%
 
 
14.
Type of Reporting Person (See Instructions)
IA

 
 
 
 


CUSIP No.  458483203
 
 
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
2,306,758
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
2,306,758
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,758
 
 
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)
9.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 
 


CUSIP No.  458483203
 
 
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
2,306,758
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
2,306,758
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,758
 
 
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)
9.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
Item 1.
Security and Issuer
   
 
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of interclick, inc., a Delaware corporation (the “Company”), which has its principal executive offices at 11 West 19th Street, 10th Floor, New York, NY 10011.  This Amendment No. 3 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 June 6, 2011, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on July 20, 2011 and Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 11, 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. 3, 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. 3.
   
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 2,306,758 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of August 23, 2011 was approximately $14,791,229, and the total purchase price for the 2,003,058 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $12,846,442.  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 24,713,665 shares of Common Stock reported outstanding as of August 5, 2011 in the Company’s most recent Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2011.
 
Discovery Equity Partners beneficially owns 1,789,007 shares of Common Stock as of August 23, 2011, which represents 8.1% of the outstanding Common Stock.
 
Discovery Group beneficially owns 2,061,838 shares of Common Stock as of August 23, 2011, which represents 9.3% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 2,061,838 shares of Common Stock as of August 23, 2011, which represents 9.3% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 2,061,838 shares of Common Stock as of August 23, 2011, which represents 9.3% 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.
 
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 of the Schedule 13D, 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. 3 included as Exhibit 2 to this Amendment No. 3, 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. 3.
   
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 August 24, 2011, 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.
 
 
 
 
 
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.
 
 
August 24, 2011
 
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
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 August 24, 2011, 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.
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
TRANSACTIONS SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D
 
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D.  Such transactions involved the purchase of shares on the NASDAQ Global Market.  The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased 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
8/11/20111
  
Purchase
  
$5.4193
  
38200
8/12/2011
  
Purchase
  
5.4253
  
34873
8/15/2011
  
Purchase
  
5.4712
  
52600
8/16/2011
  
Purchase
  
5.3334
  
38666
8/17/2011
  
Purchase
  
5.3218
  
24500
8/18/2011
  
Purchase
  
5.2358
  
21600
8/22/2011
  
Purchase
  
5.2660
  
34481

 

_____________________
 
1 This transaction was executed in multiple trades at prices ranging from $ 5.30 - 5.70.
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
 
EXHIBIT 2
 
JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 3 to Schedule 13D to which this Agreement is attached.
 
Dated:  August 24, 2011
 
 
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-3 4 ex3.htm EXHIBIT 3 ex3.htm
EXHIBIT 3
 
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-4 5 ex4.htm EXHIBIT 4 ex4.htm
EXHIBIT 4
 
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