0000950123-11-089213.txt : 20111007 0000950123-11-089213.hdr.sgml : 20111007 20111007161822 ACCESSION NUMBER: 0000950123-11-089213 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111007 DATE AS OF CHANGE: 20111007 GROUP MEMBERS: LACUNA HEDGE FUND LLLP GROUP MEMBERS: LACUNA HEDGE GP LLLP GROUP MEMBERS: LACUNA, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bidz.com, Inc. CENTRAL INDEX KEY: 0001324105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954728109 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83369 FILM NUMBER: 111132597 BUSINESS ADDRESS: STREET 1: 3562 EASTHAM DR CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 310-280-7373 MAIL ADDRESS: STREET 1: 3562 EASTHAM DR CITY: CULVER CITY STATE: CA ZIP: 90232 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lacuna Hedge Fund LLLP CENTRAL INDEX KEY: 0001379935 IRS NUMBER: 203982381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-447-1700 MAIL ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 SC 13G 1 c23147sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

BIDZ.COM, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
8883T200
(CUSIP Number)
AUGUST 19, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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.
  
8883T200 
  

 

           
1   NAMES OF REPORTING PERSONS
Lacuna Hedge Fund LLLP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,045,000 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,045,000 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,045,000 (2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC (“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
(3) This percentage is calculated based upon 19,387,789 shares of the Issuer’s common stock outstanding as of July 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (Commission File No. 000-51257) filed with the Securities and Exchange Commission on August 15, 2011.

Page 2 of 7 Pages

 

                     
CUSIP No.
  
8883T200 
  

 

           
1   NAMES OF REPORTING PERSONS
Lacuna Hedge GP LLLP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,045,000 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,045,000 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,045,000 (2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.4%(3)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC (“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
(3) This percentage is calculated based upon 19,387,789 shares of the Issuer’s common stock outstanding as of July 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (Commission File No. 000-51257) filed with the Securities and Exchange Commission on August 15, 2011.

Page 3 of 7 Pages

 

                     
CUSIP No.
  
8883T200 
  

 

           
1   NAMES OF REPORTING PERSONS
Lacuna, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,045,000 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,045,000 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,045,000 (2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.4%(3)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC (“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
(3) This percentage is calculated based upon 19,387,789 shares of the Issuer’s common stock outstanding as of July 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (Commission File No. 000-51257) filed with the Securities and Exchange Commission on August 15, 2011.

Page 4 of 7 Pages

 

                     
CUSIP No.
  
8883T200 
  
Item 1(a)  
Name of Issuer
Bidz.com, Inc.
Item 1(b)  
Address of Issuer’s Principal Executive Offices
3562 Eastham Drive
Culver City, CA 90232
Item 2(a)  
Name of Person Filing
Lacuna Hedge Fund LLLP (“Lacuna Hedge”)
Lacuna Hedge GP LLLP (“Lacuna Hedge GP”)
Lacuna, LLC (“Lacuna LLC”)
Item 2(b)  
Address of Principal Business Office or, if none, Residence
c/o Lacuna, LLC
1100 Spruce Street, Suite 202
Boulder, Colorado 80302
Item 2(c)  
Citizenship
Lacuna Hedge and Lacuna Hedge GP are Delaware limited liability limited partnerships. Lacuna LLC is a Delaware limited liability company.
Item 2(d)  
Title of Class of Securities
Common Stock, $0.001 par value
Item 2(e)  
CUSIP Number
8883T200
Item 3
Not applicable.
Item 4  
Ownership
                                                         
    Shares
Held		     Sole
Voting		     Shared
Voting		     Sole
Dispositive		     Shared
Dispositive		     Beneficial     Percentage of  
Lacuna Entity   Directly     Power     Power (1)     Power     Power (1)     Ownership (1)     Class (2)  
Lacuna Hedge Fund LLLP
     1,045,000       0       1,045,000       0       1,045,000       1,045,000       5.4 %
Lacuna Hedge GP LLLP
     0       0       1,045,000       0       1,045,000       1,045,000       5.4 %
Lacuna, LLC
     0       0       1,045,000       0       1,045,000       1,045,000       5.4 %
(1)  
These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. These shares do not include 200,000 shares held by the Rawleigh Ralls Individual Retirement Account or 40,000 shares held by Richard O’Leary. Mr. Ralls and Mr. O’Leary are members of Lacuna, LLC.
 
(2)  
This percentage is calculated based upon 19,387,789 shares of the Issuer’s common stock outstanding as of July 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (Commission File No. 000-51257) filed with the Securities and Exchange Commission on August 15, 2011.

 

Page 5 of 7 Pages

 

                     
CUSIP No.
  
8883T200 
  
Item 5  
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
Item 6  
Ownership of More than Five Percent of Another Person
The members of Lacuna LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Lacuna Hedge in accordance with their ownership interests in Lacuna LLC.
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8  
Identification and Classification of Members of the Group
Not applicable.
Item 9  
Notice of Dissolution of Group
Not applicable.
Item 10  
Certification
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 6 of 7 Pages

 

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.
EXECUTED this 7th day of October, 2011.
         
  LACUNA HEDGE FUND LLLP
 		  
      By:   Lacuna Hedge GP LLLP, its general partner    
      By:  Lacuna, LLC, its general partner   
         
     
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director   
         
  LACUNA HEDGE GP LLLP
 		  
      By:   Lacuna, LLC, its general partner    
         
     
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director   
       
 
         
  LACUNA, LLC
 		  
         
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director   
       
 

 

Page 7 of 7 Pages

 

EXHIBIT INDEX
     
Exhibit No.    
 
    
99.1
  Agreement pursuant to 13d-1(k)(1) among Lacuna Hedge Fund LLLP, Lacuna Hedge GP LLLP and Lacuna, LLC.

 

 

EX-99.1 2 c23147exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
EXECUTED this 7th day of October, 2011.
         
  LACUNA HEDGE FUND LLLP
 		  
      By:   Lacuna Hedge GP LLLP, its general partner    
      By:  Lacuna, LLC, its general partner   
         
     
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director   
         
  LACUNA HEDGE GP LLLP
 		  
      By:   Lacuna, LLC, its general partner    
         
     
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director   
       
 
         
  LACUNA, LLC
 		  
         
  By:   /s/ Wink Jones    
    Wink Jones, Managing Director