0001104659-12-035297.txt : 20120509 0001104659-12-035297.hdr.sgml : 20120509 20120509172919 ACCESSION NUMBER: 0001104659-12-035297 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 GROUP MEMBERS: GRANITE MANAGEMENT, LLC GROUP MEMBERS: GRANITE VENTURES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Convio, Inc. CENTRAL INDEX KEY: 0001407450 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742935609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85968 FILM NUMBER: 12826889 BUSINESS ADDRESS: STREET 1: 11501 DOMAIN DRIVE STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512-652-2600 MAIL ADDRESS: STREET 1: 11501 DOMAIN DRIVE STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78758 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE VENTURES, L.P. CENTRAL INDEX KEY: 0001134425 IRS NUMBER: 943371457 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH STREET STREET 2: SUITE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4155917757 MAIL ADDRESS: STREET 1: ONE BUSH STREET STREET 2: SUITE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: GRANITE VENTURES LP DATE OF NAME CHANGE: 20010212 SC 13G/A 1 a12-11691_1sc13ga.htm SC 13G/A

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

WASHINGTON, DC 20549

 

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

 

Convio, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

21257W 105

(CUSIP Number)

May 7, 2012

(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)

o

Rule 13d-1(c)

x

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. 21257W 105

13G

 

 

 

1.

Names of Reporting Persons
Granite Ventures, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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
0.0% (2)

 

 

12.

Type of Reporting Person (see instructions)
PN

 

(1)   This statement on Schedule 13G is filed by Granite Ventures, L.P. (“Granite”), Granite Management, LLC (“GM LLC”) and Granite Ventures, LLC (“GV LLC”, collectively with Granite and GM LLC, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.  GM LLC is the sole general partner of Granite.  GV LLC is the sole manager of GM LLC. The information with respect to the ownership of Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of May 7, 2012.

(2)   This percentage is calculated based on 18,911,875 shares of the Issuer’s common stock outstanding (as of February 29, 2012), as set forth in the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2012.

 

2


 

CUSIP No. 21257W 105

13G

 

 

 

1.

Names of Reporting Persons
Granite Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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
0.0% (2)

 

 

12.

Type of Reporting Person (see instructions)
OO

 

(1)   This statement on Schedule 13G is filed by Granite Ventures, L.P. (“Granite”), Granite Management, LLC (“GM LLC”) and Granite Ventures, LLC (“GV LLC”, collectively with Granite and GM LLC, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.  GM LLC is the sole general partner of Granite.  GV LLC is the sole manager of GM LLC. The information with respect to the ownership of Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of May 7, 2012.

(2)   This percentage is calculated based on 18,911,875 shares of the Issuer’s common stock outstanding (as of February 29, 2012), as set forth in the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2012.

 

3


 

CUSIP No. 21257W 105

13G

 

 

 

1.

Names of Reporting Persons
Granite Ventures, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
0 shares

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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
0.0% (2)

 

 

12.

Type of Reporting Person (see instructions)
OO

 

(1)   This statement on Schedule 13G is filed by Granite Ventures, L.P. (“Granite”), Granite Management, LLC (“GM LLC”) and Granite Ventures, LLC (“GV LLC”, collectively with Granite and GM LLC, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.  GM LLC is the sole general partner of Granite.  GV LLC is the sole manager of GM LLC. The information with respect to the ownership of Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of May 7, 2012.

(2)   This percentage is calculated based on 18,911,875 shares of the Issuer’s common stock outstanding (as of February 29, 2012), as set forth in the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2012.

 

4


 

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Convio, Inc. (the “Issuer”).

 

Item 1(a).

Name of Issuer:
Convio, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
11501 Domain Drive, Suite 200, Austin, Texas 78758

 

Item 2(a).

Name of Person Filing:
Granite Ventures, L.P.

Granite Management, LLC

Granite Ventures, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence:
One Bush Street, Suite 1350, San Francisco, CA 94104

Item 2(c).

Citizenship:
Granite Ventures, L.P. — Delaware

Granite Management, LLC — California

Granite Ventures, LLC — California

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
21257W 105

 

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:

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

 

Not Applicable.

 

5


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage of
Class (2)

 

Granite Ventures, L.P.

 

0

 

0

 

0

 

0

 

0

 

0

 

0.0

%

Granite Management, LLC (1)

 

0

 

0

 

0

 

0

 

0

 

0

 

0.0

%

Granite Ventures, LLC (1)

 

0

 

0

 

0

 

0

 

0

 

0

 

0.0

%

 

(1)   Granite Management, LLC is the sole general partner of Granite Ventures, L.P. Granite Ventures, LLC is the sole manager of Granite Management, LLC.

(2)   This percentage is calculated based on 18,911,875 shares of the Issuer’s common stock outstanding (as of February 29, 2012), as set forth in the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2012.

 

Item 5.

Ownership of 5 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   x.

 

Item 6.

Ownership of More than 5 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 a Group

 

Not applicable.

 

 

Item 10.

Certification

 

Not applicable.

 

6


 

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.

 

 

Dated: May 8, 2012

 

 

 

 

 

GRANITE VENTURES, L.P.

 

BY: GRANITE MANAGEMENT, LLC

 

ITS: GENERAL PARTNER

 

 

 

BY: GRANITE VENTURES, LLC

 

ITS: MANAGER

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

 

 

 

GRANITE MANAGEMENT, LLC

 

BY: GRANITE VENTURES, LLC

 

ITS: MANAGER

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

 

 

 

GRANITE VENTURES, LLC

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

 

 

 

Exhibit(s):

 

 

 

A:

Joint Filing Statement

 

 

7


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Convio, Inc. is filed on behalf of each of us.

 

 

Dated: May 8, 2012

 

 

 

 

 

GRANITE VENTURES, L.P.

 

BY: GRANITE MANAGEMENT, LLC

 

ITS: GENERAL PARTNER

 

 

 

BY: GRANITE VENTURES, LLC

 

ITS: MANAGER

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

 

 

 

GRANITE MANAGEMENT, LLC

 

BY: GRANITE VENTURES, LLC

 

ITS: MANAGER

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

 

 

 

GRANITE VENTURES, LLC

 

 

 

/s/ Jacqueline A. Berterretche

 

Authorized Signer

 

 

8