0000950142-14-001889.txt : 20140916 0000950142-14-001889.hdr.sgml : 20140916 20140916172851 ACCESSION NUMBER: 0000950142-14-001889 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140916 DATE AS OF CHANGE: 20140916 GROUP MEMBERS: GLADWYNE MARLIN GENPAR LLC GROUP MEMBERS: MARLIN SAMS FUND L.P. GROUP MEMBERS: MARLIN SAMS GENPAR LLC GROUP MEMBERS: MICHAEL SOLOMON GROUP MEMBERS: SUZANNE PRESENT GROUP MEMBERS: WILLIAM M. SAMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Geeknet, Inc CENTRAL INDEX KEY: 0001096199 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 770399299 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57627 FILM NUMBER: 141106212 BUSINESS ADDRESS: STREET 1: 11216 WAPLES MILL RD., STREET 2: SUITE 100 CITY: FAIRFAX, STATE: VA ZIP: 22030 BUSINESS PHONE: (877) 433-5638 MAIL ADDRESS: STREET 1: 11216 WAPLES MILL RD., STREET 2: SUITE 100 CITY: FAIRFAX, STATE: VA ZIP: 22030 FORMER COMPANY: FORMER CONFORMED NAME: SourceForge, Inc DATE OF NAME CHANGE: 20070524 FORMER COMPANY: FORMER CONFORMED NAME: VA SOFTWARE CORP DATE OF NAME CHANGE: 20011205 FORMER COMPANY: FORMER CONFORMED NAME: VA LINUX SYSTEMS INC DATE OF NAME CHANGE: 19991004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARLIN SAMS FUND, L.P. CENTRAL INDEX KEY: 0001437813 IRS NUMBER: 262292046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 843-0542 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 eh1401058_sc13da12.htm AMENDMENT NO. 12 eh1401058_sc13da12.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)
 
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)
 
September 12, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 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 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. 83616W101
Page 2 of 13 Pages
SCHEDULE 13D
 
 
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
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
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
 
PN
  


 
 
 


CUSIP No. 83616W101
Page 3 of 13 Pages
SCHEDULE 13D
 
 
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
SOLE VOTING POWER
 
653,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
653,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
653,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 

 
 
 


CUSIP No. 83616W101
Page 4 of 13 Pages
SCHEDULE 13D
 
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
SOLE VOTING POWER
 
7,500
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
7,500
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,500
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 

 
 
 


CUSIP No. 83616W101
Page 5 of 13 Pages
SCHEDULE 13D
 
 
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
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
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
 
OO
  

 

 
 
 


CUSIP No. 83616W101
Page 6 of 13 Pages
SCHEDULE 13D
 
 
 
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
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
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
 
OO
  

 

 
 
 


CUSIP No. 83616W101
Page 7 of 13 Pages
SCHEDULE 13D
 
 
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
SOLE VOTING POWER
 
7,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
7,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 


CUSIP No. 83616W101
Page 8 of 13 Pages
SCHEDULE 13D
 

This Amendment No. 12 to Schedule 13D is filed by the Reporting Persons named herein to amend and supplement the Schedule 13D, dated June 12, 2008, as amended by Amendment No. 1 to the Schedule 13D, dated August 29, 2008, Amendment No. 2 to the Schedule 13D, dated September 4, 2008, Amendment No. 3 to the Schedule 13D, dated September 11, 2008, Amendment No. 4 to the Schedule 13D, dated December 5, 2008, Amendment No. 5 to the Schedule 13D, dated June 1, 2009, Amendment No. 6 to the Schedule 13D, dated November 9, 2009, Amendment No. 7 to the Schedule 13D, dated November 17, 2009, Amendment No. 8 to the Schedule 13D, dated December 10, 2009, Amendment No. 9 to the Schedule 13D, dated June 2, 2010, Amendment No. 10 to the Schedule 13D, dated May 12, 2011, and Amendment No. 11 to the Schedule 13D, dated March 18, 2014, with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Geeknet, Inc., a Delaware corporation (the “Company”).
 
Item 1.    Security and Issuer.
 
No material change.
 
Item 2.    Identity and Background.
 
No material change.
 
Item 3.    Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.    Purpose of Transaction.
 
No material change.
 
Item 5.    Interest in Securities of the Issuer.
 
 
(a)
This Item 5(a) is hereby amended and restated in its entirety as follows:
 
 
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based upon 6,714,877 shares of Common Stock outstanding as of July 26, 2014, which is the total number shares of Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on August 1, 2014.
 

 
 
 


CUSIP No. 83616W101
Page 9 of 13 Pages
SCHEDULE 13D
 

 
(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 no shares of Common Stock.

 
(ii)
Sams may be deemed to beneficially own 653,000 shares of Common Stock, approximately 9.7% of the outstanding shares of Common Stock, consisting of (i) 640,000 shares of Common Stock and (ii) 13,000 shares of Common Stock held in the Irrevocable Trust of Michael Solomon FBO Grace Solomon for the benefit of Michael Solomon’s daughter (the “Grace Solomon Trust”), of which Sams is the co-trustee with Constance Solomon, Michael Solomon’s wife.

 
(iii)
Suzanne Present may be deemed to beneficially own 7,500 shares of Common Stock, less than 1.0% of the outstanding shares of Common Stock.

 
(iv)
Michael Solomon may be deemed to beneficially own 7,000 shares of Common Stock (including vested options to purchase 7,000 shares, a portion of which are subject to assignment to the Fund), less than 1.0% of the outstanding shares of Common Stock.



 
 
 


CUSIP No. 83616W101
Page 10 of 13 Pages
SCHEDULE 13D
 
 
 
(b)
This Item 5(b) is hereby amended and restated in its entirety as follows:
 
(i)                 Sams may be deemed to have sole power to direct the voting and disposition of 653,000 shares of Common Stock, consisting of (i) 640,000 shares of Common Stock owned directly by him and (ii) 13,000 shares of Common Stock owned directly by the Grace Solomon Trust, of which Sams is the co-trustee with Constance Solomon, Michael Solomon’s wife.
 
(ii)                Suzanne Present may be deemed to have sole power to direct the voting and disposition of 7,500 shares of Common Stock directly owned by Ms. Present.
 
(iii)               Michael Solomon may be deemed to have the sole power to direct the voting and disposition of 7,000 shares of Common Stock (including vested options to purchase 7,000 shares, a portion of which are subject to assignment to the Fund) directly owned by Mr. Solomon.
 
 
 
 
 
 
 


 
 
 


CUSIP No. 83616W101
Page 11 of 13 Pages
SCHEDULE 13D
 
 
(c)
This Item 5(c) is hereby amended and restated in its entirety as follows:
 
On September 12, 2014, the Marlin Sams Fund sold an aggregate of 25,000 shares of Common Stock at a price of $9.46 per share, and Mr. Solomon sold an aggregate of 4,800 shares of Common Stock at a price of $9.58 per share, in open market transactions. Mr. Solomon also sold 15,000 shares at $9.29 per share on September 15, 2014 and 3,104 shares at $9.12 per share and 3,598 shares at $9.02 per share on September 16, 2014, in each case, in open market transactions. On September 16, 2014, Mr. Sams, as trustee of the Grace Solomon Trust, sold 7,000 shares at $9.04 per share.
 
 
(d)
No material change.

 
(e)
As of the date of the transaction reported in paragraph (c) above, the Fund, the General Partner and Gladwyne no longer beneficially own any shares of the Common Stock and each of Mr. Solomon and Ms. Present beneficially owns less than 1.0% of the outstanding Common Stock.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
 
No material change.
 
Item 7.     Materials to be Filed as Exhibits.
 
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 12 of 13 Pages
SCHEDULE 13D
 

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:  September 16, 2014
 
   
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 13 of 13 Pages
SCHEDULE 13D
 

 
   
SUZANNE PRESENT
     
 
/s/ Suzanne Present
       


 
   
MICHAEL SOLOMON
     
 
/s/ Michael Solomon