GEEKNET, INC.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
83616W101
|
(CUSIP Number)
|
Suzanne Present
Marlin Sams Fund, L.P.
555 Madison Avenue
New York, New York 10022
(212) 843-0542
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
May 10, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 83616W101
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Page 2 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
MARLIN SAMS FUND, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
1,015,812
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
1,015,812
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,812
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
|||
CUSIP No. 83616W101
|
Page 3 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
WILLIAM M. SAMS
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
660,000
SHARED VOTING POWER
1,015,812
SOLE DISPOSITIVE POWER
660,000
SHARED DISPOSITIVE POWER
1,015,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,675,812
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.6%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 4 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
SUZANNE PRESENT
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
7,500
SHARED VOTING POWER
1,015,812
SOLE DISPOSITIVE POWER
7,500
SHARED DISPOSITIVE POWER
1,015,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,312
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 5 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
MARLIN SAMS GENPAR, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
1,015,812
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
1,015,812
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,812
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
|||
CUSIP No. 83616W101
|
Page 6 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
GLADWYNE MARLIN GENPAR, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,015,812
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,015,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,812
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
|||
CUSIP No. 83616W101
|
Page 7 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
MICHAEL SOLOMON
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
21,924
SHARED VOTING POWER
1,015,812
SOLE DISPOSITIVE POWER
21,924
SHARED DISPOSITIVE POWER
1,015,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,736
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 8 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
CANDICE McCURDY
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 9 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
CHAD McCURDY
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 10 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
MARY THOMAS
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
|||
CUSIP No. 83616W101
|
Page 11 of 16 Pages
|
(a)
|
This Item 5(a) is hereby amended and restated in its entirety as follows:
|
CUSIP No. 83616W101
|
Page 12 of 16 Pages
|
(i)
|
Each of Marlin Sams Fund, L.P. (the “Fund”), Marlin Sams GenPar, LLC, the general partner of the Fund (the “General Partner”), and Gladwyne Marlin GenPar, LLC (“Gladwyne”), a member of the General Partner, may be deemed to beneficially own 1,015,812 shares of Common Stock, approximately 16.1% of the outstanding shares of Common Stock.
|
(ii)
|
Sams may be deemed to beneficially own 1,675,812 shares of Common Stock, approximately 26.6% of the outstanding shares of Common Stock, consisting of (i) 1,655,812 shares of Common Stock and (ii) 20,000 shares of Common Stock held in the Irrevocable Trust of Michael Solomon FBO Grace Solomon for the benefit of Michael Solomon’s daughter, of which Sams is the co-trustee with Constance Solomon, Michael Solomon’s wife.
|
(iii)
|
Suzanne Present may be deemed to beneficially own 1,023,312 shares of Common Stock, approximately 16.2% of the outstanding shares of Common Stock.
|
(iv)
|
Michael Solomon may be deemed to beneficially own 1,037,736 shares of Common Stock, approximately 16.5% of the outstanding shares of Common Stock.
|
(v)
|
Candice McCurdy may be deemed to beneficially own 0 shares of Common Stock.
|
(vi)
|
Chad McCurdy may be deemed to beneficially own 0 shares of Common Stock.
|
(vii)
|
Mary Thomas may be deemed to beneficially own 0 shares of Common Stock.
|
CUSIP No. 83616W101
|
Page 13 of 16 Pages
|
(b)
|
This Item 5(b) is hereby amended and restated in its entirety as follows:
|
CUSIP No. 83616W101
|
Page 14 of 16 Pages
|
(c)
|
This Item 5(c) is hereby amended and restated in its entirety as follows:
|
Trade Date
|
Common Stock
|
Price Per Share
|
Candice McCurdy & Chad A. McCurdy
|
||
05/10/2011
|
5,000
|
$25.35
|
(d)
|
No material change.
|
(e)
|
Candice McCurdy, Chad McCurdy and Mary Thomas no longer beneficially own any shares of Common Stock.
|
No material change.
|
Exhibit 1:
|
Amended and Restated Agreement relating to the filing of joint acquisition statements as required by 13d-1(k)(1) under the Securities and Exchange Act, as amended (previously filed).
|
CUSIP 83616W101
|
Page 15 of 16 Pages
|
MARLIN SAMS FUND, L.P.
|
|||
By:
|
Marlin Sams Genpar, LLC
Its general partner
|
||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
MARLIN SAMS GENPAR, LLC
|
|||
By:
|
Gladwyne Marlin GenPar, LLC
A managing member
|
||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
WILLIAM M. SAMS
|
|||
/s/ William M. Sams
|
|||
GLADWYNE MARLIN GENPAR, LLC
|
|||
By:
|
/s/ Suzanne Present
|
||
Name: Suzanne Present
Title: A Managing Member
|
CUSIP No. 83616W101
|
Page 16 of 16 Pages
|
SUZANNE PRESENT
|
|||
/s/ Suzanne Present
|
|||
MICHAEL SOLOMON
|
|||
/s/ Michael Solomon
|
|||
CANDICE MCCURDY
|
|||
/s/ Candice McCurdy
|
|||
CHAD MCCURDY
|
|||
/s/ Chad McCurdy
|
|||
MARY THOMAS
|
|||
/s/ Mary Thomas
|
|||