mm04-2610lodge_sc13da3.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wkc5QVo2kqxCFrDQuICzgpcp3lA8Ij0oIieNLL4J5XirhiD2rdrXBR8uf6rnagSa Qq5jNv2RPFlLb5biW+uV8w== 0000909518-10-000305.txt : 20100426 0000909518-10-000305.hdr.sgml : 20100426 20100426172552 ACCESSION NUMBER: 0000909518-10-000305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100426 DATE AS OF CHANGE: 20100426 GROUP MEMBERS: PENSION CORPORATION CO-INVESTMENT (GP) LIMITED GROUP MEMBERS: THE TRUELL CHARITABLE FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGENET INTERACTIVE CORP CENTRAL INDEX KEY: 0000911002 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 460371161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42773 FILM NUMBER: 10771104 BUSINESS ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 BUSINESS PHONE: (605)-988-1000 MAIL ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 FORMER COMPANY: FORMER CONFORMED NAME: LODGENET ENTERTAINMENT CORP DATE OF NAME CHANGE: 19931014 FORMER COMPANY: FORMER CONFORMED NAME: LNET INC DATE OF NAME CHANGE: 19930820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Victorian Capital LP, Inc CENTRAL INDEX KEY: 0001459231 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 86, HAMBRO HOUSE STREET 2: ST. JULIAN'S AVENUE CITY: ST. PETER PORT STATE: XX ZIP: GY1 3ED BUSINESS PHONE: 44(0) 1481 726521 MAIL ADDRESS: STREET 1: P.O. BOX 86, HAMBRO HOUSE STREET 2: ST. JULIAN'S AVENUE CITY: ST. PETER PORT STATE: XX ZIP: GY1 3ED SC 13D/A 1 mm04-2610lodge_sc13da3.htm mm04-2610lodge_sc13da3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

LodgeNet Interactive Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of class of securities)

540211-10-9

(CUSIP number)

Danny Fox

Pension Corporation Co-Investment (GP) Limited

Hambro House, St Julian’s Court, St Julian’s Avenue, St Peter Port, Guernsey GY1 3ED

+44 1481 726 521

with a copy to:

Danielle D. Do, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(Name, address and telephone number of person authorized to receive notices and communications)

April 22, 2010

(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.

CUSIP No. 540211-10-9

13D

Page 2

1.	NAME OF REPORTING PERSON: Victorian Capital LP, Incorporated
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a) [ ] (b) [X]
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): [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:			Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER:		0
	8.	SHARED VOTING POWER:		731,463 (see Item 5)
	9.	SOLE DISPOSITIVE POWER:		0
	10.	SHARED DISPOSITIVE POWER:		731,463 (see Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			731,463 (see Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			2.92% (see Item 5)
14.	TYPE OF REPORTING PERSON:			PN

CUSIP No. 540211-10-9

13D

Page 3

1.	NAME OF REPORTING PERSON: Pension Corporation Co-Investment (GP) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS:		Not applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:			Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER:		0
	8.	SHARED VOTING POWER:		731,463 (see Item 5)
	9.	SOLE DISPOSITIVE POWER:		0
	10.	SHARED DISPOSITIVE POWER:		731,463 (see Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			731,463 (see Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			2.92% (see Item 5)
14.	TYPE OF REPORTING PERSON:			CO

CUSIP No. 540211-10-9

13D

Page 4

15.	NAME OF REPORTING PERSON: The Truell Charitable Foundation
16.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:			(a) [ ] (b) [X]
17.	SEC USE ONLY
18.	SOURCE OF FUNDS:		Not applicable
19.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
20.	CITIZENSHIP OR PLACE OF ORGANIZATION:			England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	21.	SOLE VOTING POWER:		0
	22.	SHARED VOTING POWER:		731,463 (see Item 5)
	23.	SOLE DISPOSITIVE POWER:		0
	24.	SHARED DISPOSITIVE POWER:		731,463 (see Item 5)
25.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			731,463 (see Item 5)
26.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[ ]
27.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			2.92% (see Item 5)
28.	TYPE OF REPORTING PERSON:			OO

This Amendment No. 3 amends the Schedule 13D dated March 23, 2009, as amended (the “Schedule 13D”), and is being filed by Victorian Capital LP, Incorporated (“Victorian Capital”), Pension Corporation Co-Investment (GP) Limited (“PCCI”) and The Truell Charitable Foundation (“TCF”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of LodgeNet Interactive Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.

Item 5. Interests in the Securities of the Purchaser.

(a) and (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of April 26, 2010, Victorian Capital was the direct beneficial owner of 731,463 shares of Common Stock, representing approximately 2.92% of the outstanding shares of Common Stock (based on 25,025,414 shares of Common Stock outstanding as of March 31, 2010, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2010).

The foregoing excludes 633,193 shares of Common Stock sold by Victorian Capital on March 31, 2010, April 1, 2010, April 5, 2010, April 6, 2010, April 7, 2010, April 8, 2010, April 9, 2010, April 12, 2010, April 13, 2010, April 14, 2010, April 15, 2010, April 16, 2010, April 19, 2010, April 20, 2010, April 21, 2010, April 22, 2010, April 23, 2010 and April 26, 2010. However, notwithstanding such sales, Victorian Capital has voting power over such sold shares at the Issuer’s 2010 Annual Meeting of Stockholders to be held on May 12, 2010, because Victorian Capital owned such shares on March 19, 2010, the record date for the Annual Meeting.

PCCI, as the sole general partner of Victorian Capital, has voting and dispositive power over the shares of Common Stock directly owned by Victorian Capital, and therefore may be deemed to beneficially own such shares. By virtue of its ownership of all of the outstanding ordinary shares of PCCI, TCF may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Victorian Capital. The filing of this Amendment No. 3 shall not be construed as an admission that either of PCCI or TCF is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the beneficial owner of shares covered by this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that either of PCCI or TCF is the beneficial owner of any shares covered by this Amendment No. 3 for any other purpose than Section 13(d) of the Exchange Act.

Except as disclosed in this Item 5(a) and (b), as of April 26, 2010, none of the Reporting Persons, nor, to the best of their knowledge, any of PCCI’s or TCF’s directors or executive officers, beneficially owns any shares of Common Stock or presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own.

(c) During the past 60 days, Victorian Capital effected transactions with respect to the Common Stock on such dates, in such amounts and at such per share prices (excluding brokerage fees) as follows:

Trade Date	Shares Sold	Highest Price per Share	Lowest Price per Share	Weighted Average Price
March 31, 2010	73,900	7.25	6.95	7.06
April 1, 2010	32,400	7.14	6.96	7.07
April 5, 2010	67,000	7.22	7.04	7.16
April 6, 2010	79,990	7.25	6.95	7.15
April 7, 2010	27,302	7.34	7.17	7.24
April 8, 2010	22,469	7.21	7.05	7.15
April 9, 2010	44,300	7.21	7.05	6.98
April 12, 2010	26,600	6.97	6.85	6.90
April 13, 2010	4,000	6.87	6.85	6.85
April 14, 2010	21,752	6.90	6.85	6.86
April 15, 2010	55,700	7.14	6.94	7.03
April 16, 2010	23,200	7.07	6.85	6.89
April 19, 2010	1,700	6.88	6.85	6.85
April 20, 2010	1,505	6.86	6.85	6.85
April 21, 2010	27,344	6.95	6.85	6.86
April 22, 2010	81,900	7.04	6.85	6.96
April 23, 2010	28,700	6.88	6.85	6.85
April 26, 2010	13,431	6.88	6.85	6.86

All such dispositions were through JP Morgan Cazenove Limited. To the best knowledge of the Reporting Persons, none of PCCI’s or TCF’s directors or executive officers has effected any transaction in the Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description

1	Joint Filing Agreement among Reporting Persons

SIGNATURES

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: April 26, 2010	Victorian Capital LP, Incorporated

		By: Pension Corporation Co-Investment (GP) Limited
			its General Partner

			By:	/s/ Christine Whitehorne
				Name:	Christine Whitehorne
				Title:	Director


	Pension Corporation Co-Investment (GP) Limited

	By:	/s/ Christine Whitehorne
		Name:	Christine Whitehorne
		Title:	Director


	The Truell Charitable Foundation

	By:	/s/ Kim Gozzett
		Name:	Kim Gozzett
		Title:	Chief Executive

Exhibit Index

Exhibit No.	Description

1	Joint Filing Agreement among Reporting Persons

EX-99.1 2 mm04-2610lodge_sc13da3e991.htm EXHIBIT 1 - JOINT FILING AGREEMENT mm04-2610lodge_sc13da3e991.htm

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Amendment

No. 3 to Schedule 13D filed on or about this date and any further amendments thereto, with respect to beneficial ownership by the undersigned of shares of common stock, $.01 par value per share, of LodgeNet Interactive Corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: April 26, 2010	Victorian Capital LP, Incorporated

		By: Pension Corporation Co-Investment (GP) Limited
			its General Partner

			By:	/s/ Christine Whitehorne
				Name:	Christine Whitehorne
				Title:	Director


	Pension Corporation Co-Investment (GP) Limited

	By:	/s/ Christine Whitehorne
		Name:	Christine Whitehorne
		Title:	Director


	The Truell Charitable Foundation

	By:	/s/ Kim Gozzett
		Name:	Kim Gozzett
		Title:	Chief Executive

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