0001011438-12-000131.txt : 20120214 0001011438-12-000131.hdr.sgml : 20120214 20120214155424 ACCESSION NUMBER: 0001011438-12-000131 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: ROSS MARGOLIES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADVISION LTD CENTRAL INDEX KEY: 0001105519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58761 FILM NUMBER: 12609257 BUSINESS ADDRESS: STREET 1: 24 RAOUL WALLENBERG ST STREET 2: TEL AVIV ISRAEL CITY: TEL AVIV STATE: L4 ZIP: 00000 BUSINESS PHONE: 0119723645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STELLIAM INVESTMENT MANAGEMENT, LP CENTRAL INDEX KEY: 0001427165 IRS NUMBER: 205834929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 490-6700 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 form_sc13ga-radvision.htm form_sc13ga-radvision.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

RADVISION LTD.
(Name of Issuer)

Ordinary Shares, NIS 0.1 Par Value Per Share
(Title of Class of Securities)

M81869105
(CUSIP Number)

December 31, 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:


[   ]
 Rule 13d-1(b)
[X]
 Rule 13d-1(c)
[   ]
 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 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).

Continued on following pages
Page 1 of 7 Pages

 
 
 

CUSIP NO.  M81869105
Page 2 of 7 Pages


1.
Names of Reporting Persons

STELLIAM INVESTMENT MANAGEMENT, LP


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

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
  
1,567,000
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
1,567,000
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,567,000

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


8.52%

12.
Type of Reporting Person (See Instructions)

PN, IA




 
 
 

CUSIP NO.  M81869105
Page 3 of 7 Pages


1.
Names of Reporting Persons

ROSS MARGOLIES


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

 
5.
Sole Voting Power
Number of
Shares
  
1,578,112
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
1,578,112
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,578,112

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

8.58%

12.
Type of Reporting Person (See Instructions)

IN; IA

 
 
 

CUSIP NO.  M81869105
Page 4 of 7 Pages


Item 1(a).
Name of Issuer:
   
 
Radvision Ltd. (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
24 Raoul Wallenberg Street
 
Tel Aviv 69719, Israel
   
Item 2(a).
Name of Person Filing
   
 
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  
Stelliam Investment Management, LP (“Stelliam Investment Management”); and

ii)  
Ross Margolies (“Mr. Margolies”).

 
This statement relates to Shares (as defined herein) held for the account of Stelliam Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”) and Stelliam Master Long Fund, L.P., a Cayman Islands exempted limited partnership (the “Long Fund” and together with the Master Fund, the “Funds”), and Shares held directly by Mr. Margolies.  Stelliam Investment Management serves as investment manager of the Funds and Mr. Margolies is the managing member of Stelliam Investment Management’s general partner.  Each of Stelliam Investment Management and Mr. Margolies, in the capacities set forth above, may be deemed to be the beneficial owner of Shares held for the account of the Funds.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address and principal business office of each of the Reporting Persons is 12 East 49th Street, 22nd Floor, New York, New York 10017.

Item 2(c).
Citizenship:

i)  
Stelliam Investment Management is a Delaware limited partnership; and

ii)  
Mr. Margolies is a United States citizen.

Item 2(d).
Title of Class of Securities:
 
 
Ordinary Shares, NIS 0.1 par value per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
   
 
M81869105

 
 
 

CUSIP NO.  M81869105
Page 5 of 7 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
This Item 3 is not applicable.
 
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares:
   
 
(i) Stelliam Investment Management may be deemed to be the beneficial owner of 1,567,000 Shares held directly by the Funds.
   
 
(ii) Mr. Margolies may be deemed to be the beneficial owner of 1,578,112 Shares.  This number consists of (1) 1,567,000 Shares held directly by the Funds, and (2) 11,112 Shares held directly by Mr. Margolies.
   
Item 4(b).
Percent of Class:
   
 
(i) Stelliam Investment Management may be deemed to be the beneficial owner of approximately 8.52% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 6-K dated September 26, 2011, there were 18,394,799 Shares outstanding as of September 26, 2011).
   
 
(ii) Mr. Margolies may be deemed to be the beneficial owner of approximately 8.58% of the total number of Shares outstanding as described herein.
   
Item 4(c).
Number of shares as to which such person has:
   

 
Stelliam Investment Management
 
(i)
Sole power to vote or direct the vote
1,567,000
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
1,567,000
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Mr. Margolies
 
(i)
Sole power to vote or direct the vote
1,578,112
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
1,578,112
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
 
 

CUSIP NO.  M81869105
Page 6 of 7 Pages


Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
The partners of the Funds that participate in the investment in the Issuer have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Funds pro rata in accordance with their respective ownership interests in the Funds.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.


 
 
 

CUSIP NO.  M81869105
Page 7 of 7 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.




Date:  February 14, 2012
STELLIAM INVESTMENT MANAGEMENT, LP
   
 
By:         /s/ Gregg Kudisch
 
Gregg Kudisch
 
Chief Financial Officer

Date:  February 14, 2012
ROSS MARGOLIES
   
 
By:         /s/ Ross Margolies