UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
| The Dolan Company |
(Name of Issuer)
| Common Stock (par value $.001 per share) |
(Title of Class of Securities)
| 25659P 40 2 |
(CUSIP Number)
| December 31, 2013 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
þ 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. 25659P 40 2 |
| 1 | NAMES OF REPORTING PERSONS
James P. Dolan | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
2,074,496 | ||||
| 6 | SHARED VOTING POWER
30,800 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,074,496 | |||||
| 8 | SHARED DISPOSITIVE POWER
30,800 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,105,296 (See Item 4) | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Page 1 of 5 pages
CUSIP No. 25659P 40 2
| Item 1(a) | Name of Issuer: |
The Dolan Company
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
222 South Ninth Street, Suite 2300
Minneapolis, MN 55402
| Item 2(a) | Name of Person Filing: |
James P. Dolan
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
c/o The Dolan Company
222 South Ninth Street, Suite 2300
Minneapolis, MN 55402
| Item 2(c) | Citizenship: |
United States of America
| Item 2(d) | Title of Class of Securities: |
Common Stock (par value $.001 per share)
| Item 2(e) | CUSIP Number: |
25659P 40 2
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 2 of 5 pages
CUSIP No. 25659P 40 2
| Item 4 | Ownership. |
| (a) | Amount beneficially owned: 2,105,296(1) |
| (b) | Percent of class: 6.8% (2) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 2,074,496 |
| (ii) | Shared power to vote or to direct the vote: 30,800 |
| (iii) | Sole power to dispose or to direct the disposition of: 2,074,496 |
| (iv) | Shared power to dispose or to direct the disposition of: 30,800 |
| 1 | This Item 4 excludes (1) 17,326 shares of common stock Mr. Dolan’s spouse owns, and (2) options to acquire 3,488 shares of common stock which Mr. Dolan’s spouse may exercise during the 60-day period following December 31, 2013. Mr. Dolan disclaims ownership in those shares owned by his spouse or which his spouse may acquire upon the exercise of options that are exercisable during the 60-day period following December 31, 2013. |
This Item 4 excludes common stock underlying the 8.5% Series B Cumulative Preferred Stock convertible into shares of the Company’s common stock under circumstances outside of the reporting person’s control. In those circumstances, the 8.5% Series B Cumulative Preferred Stock is convertible into a number of common shares of the Company equal to the lesser of (a) the quotient obtained by dividing (1) the $25.00 liquidation preference plus the amount of any accrued and unpaid distributions by (2) the price of the common stock, and (b) 14.285.
This Item 4 includes options to acquire 512,276 shares of common stock which Mr. Dolan may exercise during the 60-day period following December 31, 2013.
| 2 | Assumes 30,857,955 shares outstanding as of December 31, 2013. |
Page 3 of 5 pages
CUSIP No. 25659P 40 2
| 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 5 percent of the class of securities, check the following ¨.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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 | Certifications. |
Not applicable
Page 4 of 5 pages
CUSIP No. 25659P 40 2
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.
| February 11, 2014 |
| (Date) |
| /s/ James P. Dolan |
| (Signature) |
| James P. Dolan |
| (Name) |
Page 5 of 5 pages