0001193125-15-278740.txt : 20150805 0001193125-15-278740.hdr.sgml : 20150805 20150805163033 ACCESSION NUMBER: 0001193125-15-278740 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150805 DATE AS OF CHANGE: 20150805 GROUP MEMBERS: JOSEPH A. LIEMANDT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADVISION INC CENTRAL INDEX KEY: 0000920448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943184303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49117 FILM NUMBER: 151029383 BUSINESS ADDRESS: STREET 1: 1700 SEAPORT BLVD., STREET 2: SUITE 210 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503311000 MAIL ADDRESS: STREET 1: 1700 SEAPORT BLVD., STREET 2: SUITE 210 CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESW Capital, LLC CENTRAL INDEX KEY: 0001477025 IRS NUMBER: 383784775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-524-6149 MAIL ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G/A 1 d65062dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Broadvision, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

111412706

(CUSIP Number)

August 3, 2015

(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 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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 111412706  

 

  1   

Names of reporting persons

 

ESW Capital, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    488,476 (1)

   6   

Shared voting power

 

   7   

Sole dispositive power

 

    488,476 (1)

   8   

Shared dispositive power

 

  9  

Aggregate amount beneficially owned by each reporting person

 

    488,476 (1)

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)

 

    10.1% (2)

12  

Type of reporting person (see instructions)

 

    OO

 

 

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  1   

Names of reporting persons

 

Joseph A. Liemandt

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    U.S.A.

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    488,476 (1)

   6   

Shared voting power

 

   7   

Sole dispositive power

 

    488,476 (1)

   8   

Shared dispositive power

 

  9  

Aggregate amount beneficially owned by each reporting person

 

    488,476 (1)

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)

 

    10.1% (2)

12  

Type of reporting person (see instructions)

 

    IN/HC

 

(1) 488,476 shares are held directly by ESW Capital, LLC (“ESW”). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.
(2) Based upon 4,848,443 shares of common stock of the issuer as of April 30, 2015, as reported in the issuer’s Form 10-Q filed on May 8, 2015.

 

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Item 1.

 

(a) Name of Issuer:

Broadvision, Inc.

 

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

1700 Seaport Blvd, Suite 210

Redwood City, CA 94063

 

Item 2.

 

(a) Name of Person Filing:

 

  (1) ESW Capital, LLC

 

  (2) Joseph A. Liemandt

 

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

 

  (1) ESW Capital, LLC

401 Congress Avenue, Suite 2650

Austin, TX 78701

 

  (2) Joseph A. Liemandt

401 Congress Avenue, Suite 2650

Austin, TX 78701

 

(c) Citizenship:

 

  (1) ESW Capital, LLC is a Delaware limited liability company.

 

  (2) Joseph A. Liemandt is a U.S. citizen.

 

(d) Title and Class of Securities:

Common Stock, par value $0.0001 per share

 

(e) CUSIP No.: 111412706

 

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Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)   ¨   Broker or dealer registered under Section 15 of the Act;
(b)   ¨   Bank as defined in Section 3(a)(6) of the Act;
(c)   ¨   Insurance company as defined in Section 3(a)(19) of the Act;
(d)   ¨   Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)   ¨   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)   ¨   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)   ¨   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)   ¨   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)   ¨   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)   ¨   A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)   ¨   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

 

(a) Amount Beneficially Owned:

488,476 shares are held directly by ESW Capital, LLC (“ESW”). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.

 

(b) Percent of Class:

ESW Capital and Mr. Liemandt may be deemed to be the beneficial owners of 10.1% of the outstanding shares of Common Stock. Based upon 4,848,443 shares of common stock of the issuer as of April 30, 2015, as reported in the issuer’s Form 10-Q filed on May 8, 2015.

 

(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

See Item 5 on the cover page(s) hereto.

 

  (ii) Shared power to vote or to direct the vote:

See Item 6 on the cover page(s) hereto.

 

  (iii) Sole power to dispose or to direct the disposition of:

See Item 7 on the cover page(s) hereto.

 

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  (iv) Shared power to dispose or to direct the disposition of:

See Item 8 on the cover page(s) hereto.

 

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 or control person.

Not applicable.

 

Item 8. Identification and classification of members of the group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 6 of 7


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: August 5, 2015

 

/s/ Andrew S. Price, Chief Financial Officer of ESW Capital, LLC

/s/ Andrew S. Price, Attorney-in-Fact for Mr. Joseph A. Liemandt

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

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