FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KANA SOFTWARE INC [ KANA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/21/2009 | 12/21/2009 | P | 1,400,000 | A | $1.15 | 2,000,000 | I | See Footnote(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reported shares are owned directly by Special Opportunities. Fund III as the manager and member of Special Opportunities, Management LP as the general partner of Fund III, and AKKR as the general partner of Management LP may also be deemed to share beneficial ownership of such shares. Pursuant to a voting agreement, Kay Technology Corp, Inc. ("Kay Tech") may be deemed to have acquired beneficial ownership of such shares by virtue of its having the power to the vote the shares with respect to any stockholder actions to be taken for which a record date was established prior to the date of the purchase of such shares. Each of Fund III, Kay Tech, Management LP, AKKR and Special Opportunities disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. (Continue in footnote 2) |
2. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein. The filing of this Schedule Form 4 by Kay Tech and AKKR shall not be considered an admission that such Reporting Persons are the beneficial owners of any of the shares of common stock described in this Form 4. |
Remarks: |
This Form 4 is also being filed jointly by AKKR Management Company, LLC ("AKKR"), Accel-KKR Capital Partners III, LP ("Fund III"), AKKR Fund III Management Company LP ("Management LP") and AKKR Special Opportunities LLC ("Special Opportunities"), each located at 2500 Sand Hill Road, Suite 300, Menlo Park, CA, 94025. |
/s/ Jason Klein, President, Kay Technology Corp, Inc. for KAY TECHNOLOGY CORP, INC. | 12/23/2009 | |
/s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner, AKKR Fund III Management Company, LP, its General Partner, Accel-KKR Capital Partners III, LP, its Member and Manager for AKKR SPECIAL OPPORTUNITIES LLC | 12/23/2009 | |
/s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner, AKKR Fund III Management Company, LP, its General Partner for ACCEL-KKR CAPITAL PARTNERS III, LP | 12/23/2009 | |
/s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner for AKKR FUND III MANAGEMENT COMPANY, LP | 12/23/2009 | |
/s/ Thomas Barnds, Member, AKKR Management Company, LLC for AKKR MANAGEMENT COMPANY, LLC | 12/23/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |