Ambassadors Group, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
023177108
|
(CUSIP Number)
|
December 12, 2011
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No.: 023177108 | |
NAME OF REPORTING PERSON | |
1.
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Lisa O’Dell Rapuano
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 1,189,000
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,189,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,189,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.8%
|
|
14
|
TYPE OF REPORTING PERSON
|
IN
|
|
*
|
Beneficial ownership information above is as of December 14, 2011, the filing date of this Schedule 13D.
|
CUSIP No.: 023177108
|
|
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
Lane Five Partners LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 - 0
8 SHARED VOTING POWER - 796,898
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 796,898
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
796,898
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.6%
|
|
14
|
TYPE OF REPORTING PERSON
|
PN
|
|
*
|
Beneficial ownership information above is as of December 14, 2011, the filing date of this Schedule 13D.
|
CUSIP No.: 023177108 | |
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
Lane Five Capital Management LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 - 0
8 SHARED VOTING POWER - 1,189,000
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,189,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,189,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.8%
|
|
14
|
TYPE OF REPORTING PERSON
|
PN
|
|
*
|
Beneficial ownership information above is as of December 14, 2011, the filing date of this Schedule 13D.
|
CUSIP No.: 023177108 | |
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
Lane Five Capital Management, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Maryland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 1,189,000
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,189,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,189,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.8%
|
|
14
|
TYPE OF REPORTING PERSON
|
OO
|
|
*
|
Beneficial ownership information above is as of December 14, 2011, the filing date of this Schedule 13D.
|
CUSIP No.: 023177108 | |
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
Lane Five Partners GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 - 0
8 SHARED VOTING POWER - 796,898
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 796,898
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
796,898
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.6%
|
|
14
|
TYPE OF REPORTING PERSON
|
OO
|
|
*
|
Beneficial ownership information above is as of December 14, 2011, the filing date of this Schedule 13D.
|
(a)
|
As of December 14, 2011 (the filing date of this Statement), the Reporting Persons beneficially own:
|
||
(i)
|
The Fund directly owns 796,898 shares of Common Stock representing 4.6% of all of the outstanding shares of Common Stock.
|
||
(ii)
|
The Investment Manager, as the investment manager of the Fund and the investment manager of the Accounts, and the IM GP, as the general partner of the Investment Manager, may each be deemed to beneficially own the 1,189,000 shares of Common Stock held by the Fund and the Accounts, representing 6.8% of all of the outstanding shares of Common Stock.
|
||
(iii)
|
The General Partner, as the general partner of the Fund, may be deemed to beneficially own the 796,898 shares of Common Stock held by the Fund, representing 4.6% of all of the outstanding shares of Common Stock.
|
||
(iv)
|
Ms. Rapuano may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Investment Manager.
|
||
(v)
|
Collectively, the Reporting Persons beneficially own 1,189,000 shares of Common Stock representing 6.8% of all of the outstanding shares of Common Stock.
|
||
Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
|
|||
The foregoing percentages set forth in this response are based on the 17,492,719 shares of Common Stock outstanding as of November 2, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 and filed with the SEC on November 7, 2011.
|
|||
(b)
|
The Investment Manager, the IM GP and Ms. Rapuano (and the General Partner with respect to the shares of Common Stock owned by Fund) may be deemed to share with Fund and the Accounts (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 796,898 and 392,102 shares of Common Stock reported herein, respectively.
|
||
(c)
|
The following Reporting Persons engaged in the following transactions on the open market with respect to the Issuer’s Common Stock:
|
Lane Five Partners LP | |||||||||
Transaction
Date
|
Number of Shares
|
Price per Share
|
Type of Transaction
|
||||||
11/09/2011
|
117,250 | $ | 4.54 |
Purchase
|
|||||
12/12/2011
|
919 | $ | 4.4971 |
Purchase
|
Accounts | |||||||||
Transaction
Date
|
Number of Shares
|
Price per Share
|
Type of Transaction
|
||||||
11/09/2011
|
57,750 | $ | 4.54 |
Purchase
|
|||||
12/12/2011
|
451 | $ | 4.4971 |
Purchase
|
Exhibit No.
|
Document
|
1.
|
Joint Filing Agreement (previously filed)
|
2.
|
Stockholder Proposal
|
LISA O’DELL RAPUANO
LANE FIVE PARTNERS LP
LANE FIVE CAPITAL MANAGEMENT LP
LANE FIVE CAPITAL MANAGEMENT, LLC
LANE FIVE PARTNERS GP LLC
|
|||
By:
|
/s/ Lisa O’Dell Rapuano
|
||
Lisa O’Dell Rapuano, for herself, as Managing Member of the IM GP (for itself and the Investment Manager) and as Managing Member of the General Partner (for itself and the Fund)
|
Exhibit No.
|
Document
|
1.
|
Joint Filing Agreement (previously filed)
|
2.
|
Stockholder Proposal
|