SEC Form 4
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*
RWWI Holdings LLC

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAND WORLDWIDE INC [ RWWI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/04/2014 U 25,232,682(1) D $1.2 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
RWWI Holdings LLC

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
1. Name and Address of Reporting Person*
AMPERSAND 2006 L P

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
1. Name and Address of Reporting Person*
AMP-06 Management Co Limited Partnership

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
1. Name and Address of Reporting Person*
AMP-06 MC LLC

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
Explanation of Responses:
1. These shares were directly owned by RWWI Holdings LLC ("Holdings"). Ampersand 2006 Limited Partnership ("Fund I") is the sole manager of Holdings with the exclusive right and full authority to manage and operate Holdings, including with respect to the voting and disposition of the Common Stock held by Holdings. AMP-06 Management Company Limited Partnership ("Fund 2") is the General Partner of Fund I, and AMP-06 MC LLC ("Fund 3", and together with Fund 1 and Fund 2, the "Funds") is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.
Remarks:
Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership, the General Partner of Ampersand 2006 Limited Partnership, the Manager of RWWI Holdings LLC 11/06/2014
Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership, the General Partner of Ampersand 2006 Limited Partnership 11/06/2014
Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership 11/06/2014
Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC 11/06/2014
** 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).
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