sems_sc13ga1-020712.htm

0001437749-12-001467.txt : 20120215 0001437749-12-001467.hdr.sgml : 20120215 20120214193559 ACCESSION NUMBER: 0001437749-12-001467 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: SEMS CAPITAL LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sems Lloyd CENTRAL INDEX KEY: 0001436850 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O SEMS CAPITAL STREET 2: 7 DEY STREET, SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECTICA INC CENTRAL INDEX KEY: 0001090908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770432030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1201 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60961 FILM NUMBER: 12613786 BUSINESS ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-532-1500 MAIL ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 SC 13G/A 1 sems_sc13ga1-020712.htm SCHEDULE 13G/A1 sems_sc13ga1-020712.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Selectica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

816288104

(CUSIP Number)

February 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:

oRule 13d-l(b)

xRule 13d-l(c)

oRule 13d-l(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.

816288104


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Sems Capital, LLC IRS No. 33-1073947


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

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
			96,393 shares of common stock


		7	SOLE DISPOSITIVE POWER
			0 shares


		8	SHARED DISPOSITIVE POWER
			96,393 shares of common stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	96,393 shares of common stock


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
	3.52%


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC; OO (Limited Liability Company)

CUSIP No.

816288104



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Lloyd Sems


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o


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
			81,066 shares of common stock


		6	SHARED VOTING POWER
			96,393 shares of common stock


		7	SOLE DISPOSITIVE POWER
			81,066 shares of common stock


		8	SHARED DISPOSITIVE POWER
			96,393 shares of common stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	177,459 shares of common stock


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

	6.48%


12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN; HC

Item 1. (a) Name of Issuer:

Selectica, Inc.

(b) Address of Issuer’s Principal Executive Offices:

2121 South El Camino Real, San Mateo, CA 94403

Item 2. (a) Name of Person Filing:

This Schedule 13G is being filed by (i) Sems Capital, LLC; and (ii) Lloyd Sems

(b) Address of Principal Business Office or, if none, Residence:

(i) and (ii)

7 Dey Street, Suite 301

New York, NY 10007

(i) Delaware

(ii) U.S.

(d) Title of Class of Securities:

Common Stock

(e) CUSIP:

816288104

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)oBroker or dealer registered under section 15 of the Act;

(b)oBank as defined in section 3(a)(6) of the Act;

(c)oInsurance company as defined in section 3(a)(19) of the Act;

(d)oInvestment company registered under section 8 of the Investment Company Act of 1940;

(e)oAn investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E);

(f)oAn employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F);

(g)oA parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G);

(h)oA 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;

(j)o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

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.

ATV Entity	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class
Sems Capital, LLC	0	0	96,393	0	96,393	96,393	3.52%

Lloyd Sems	81,066	81,066	96,393	81,066	96,393	177,459	6.48%

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 .

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

See Exhibit A attached hereto.

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.

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 14, 2012

	SEMS CAPITAL, LLC

	By:	/s/ Lloyd Sems
	Name:	Lloyd Sems
	Title:	Managing Member

	/s/ Lloyd Sems
	LLOYD SEMS

Index Exhibit

SCHEDULE 13G

Exhibit Number		Exhibit Description

A		Identification of entities which acquired the shares which are the subject of this report on Schedule 13G.
B		Joint Filing Agreement dated February 14, 2012 between Sems Capital, LLC and Lloyd Sems.

EX-99.A 2 ex_99a.htm EXHIBIT A ex_99a.htm

EXHIBIT A

Identification of entities which acquired the shares which are the subject of this report on Schedule 13G.

(1) Sems Strategic Partners LP, a private investment partnership formed under the laws of the State of Delaware. Sems Advisors, LLC is the General Partner of Sems Strategic Partners LP. Mr. Lloyd Sems is the Managing Member of Sems Capital, LLC.

(2) Sems Diversified Value, LP, a private investment partnership formed under the laws of the State of Delaware. Sems Advisors, LLC is the General Partner of Sems Diversified Value, LP. Mr. Lloyd Sems is the Managing Member of Sems Capital, LLC.

EX-99.B 3 ex_99b.htm EXHIBIT B ex_99b.htm

EXHIBIT B

JOINT FILING AGREEMENT

This Joint Filing Agreement is filed as an exhibit to Schedule 13G being filed by Sems Capital, LLC and Lloyd Sems in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.

This Joint Filing Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2012.

	SEMS CAPITAL, LLC

	By:	/s/ Lloyd Sems
	Name:	Lloyd Sems
	Title:	Managing Member

	/s/ Lloyd Sems
	LLOYD SEMS