0001193125-13-056049.txt : 20130214 0001193125-13-056049.hdr.sgml : 20130214 20130213184224 ACCESSION NUMBER: 0001193125-13-056049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENGLISH PAUL M CENTRAL INDEX KEY: 0001533127 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O KAYAK SOFTWARE CORPORATION STREET 2: 55 NORTH WATER STREET, SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAYAK Software Corp CENTRAL INDEX KEY: 0001312928 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 542139807 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86945 FILM NUMBER: 13605193 BUSINESS ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038993100 MAIL ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE Corp DATE OF NAME CHANGE: 20101110 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE CORP DATE OF NAME CHANGE: 20041228 SC 13G 1 d486607dsc13g.htm SCHEDULE 13G SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

KAYAK SOFTWARE CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

486577109

(CUSIP Number)

December 31, 2012

(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)

¨ Rule 13d-1(c)

x 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. Beneficial ownership information contained herein is given as of the date listed above.

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).

 

 

 


  1   

Names of Reporting Persons.

 

Paul M. English

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization.

 

    United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

     

Sole Voting Power

 

    2,605,836 shares (1)(3)

   6   

Shared Voting Power

 

    469,159 shares (2)(3)

   7   

Sole Dispositive Power

 

    2,605,836 shares (1)(3)

   8   

Shared Dispositive Power

 

    469,159 shares (2)(3)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    3,074,995 shares (1)(2)(3)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

    40.12 % (4)

12  

Type of Reporting Person (See Instructions)

 

    IN

 

 

Page 2 of 7


(1) Includes 912,940 shares of Class B Common Stock held directly by the Reporting Person, 315,880 shares of Class B Common Stock, held of record by the Paul M. English 2009 Charitable Remainder Unitrust I , and 315,880 shares of Class B Common Stock, held of record by the Paul M. English 2009 Charitable Remainder Unitrust II. Includes 902,803 shares of Class B Common Stock, held of record by the English Family 2010 Trust, over which the Reporting Person has sole voting power pursuant to a proxy dated November 5, 2010. Also includes 158,333 shares of Class B Common Stock subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2012.

 

(2) Includes 208,075 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, held of record by the Paul M. English 2007 Irrevocable Family Trust, and 161,084 shares of Class B Common Stock held by a trust for the benefit of Reporting Person’s family.

 

(3) Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

 

(4) Based on 4,798,373 shares of Class A Common Stock outstanding as of December 31, 2012, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B Common Stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

 

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     SCHEDULE 13G

Item 1

    
  (a)    Name of Issuer
     KAYAK Software Corporation
  (b)    Address of Issuer’s Principal Executive Offices
     55 NORTH WATER STREET
     SUITE 1
     NORWALK CT 06854

Item 2

    
  (a)    Name of Person Filing
     Paul M. English
  (b)    Address of Principal Business Office or, if none, Residence
     55 NORTH WATER STREET
     SUITE 1
     NORWALK CT 06854
  (c)    Citizenship
     United States
  (d)    Title of Class of Securities
     Class A Common Stock
  (e)    CUSIP Number
     486577109

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:
     NOT APPLICABLE

Item 4

     Ownership:

Item 4(a)

     Amount Beneficially Owned
     3,074,995 shares (5)(6)(7)

Item 4(b)

     Percent of Class
     40.12 % (8)

 

Page 4 of 7


Item 4(c)    Number of shares as to which such person has:   
     (i)    Sole power to vote or to direct the vote     
      2,605,836 shares (5)(7)   
   (ii)    Shared power to vote or to direct the vote   
      469,159 shares (6)(7)   
   (iii)    Sole power to dispose or to direct the disposition of   
      2,605,836 shares (5)(7)   
   (iv)    Shared power to dispose or to direct the disposition of   
      469,159 shares (6)(7)   

 

(5)    Includes 912,940 shares of Class B Common Stock held directly by the Reporting Person, 315,880 shares of Class B Common Stock, held of record by the Paul M. English 2009 Charitable Remainder Unitrust I , and 315,880 shares of Class B Common Stock, held of record by the Paul M. English 2009 Charitable Remainder Unitrust II. Includes 902,803 shares of Class B Common Stock, held of record by the English Family 2010 Trust, over which the Reporting Person has sole voting power pursuant to a proxy dated November 5, 2010. Also includes 158,333 shares of Class B Common Stock subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2012.
(6)    Includes 208,075 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, held of record by the Paul M. English 2007 Irrevocable Family Trust, and 161,084 shares of Class B Common Stock held by a trust for the benefit of Reporting Person’s family.
(7)    Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
(8)    Based on 4,798,373 shares of Class A Common Stock outstanding as of December 31, 2012, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B Common Stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

 

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.

 

Page 5 of 7


Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   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    Certification

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.

 

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.

Date: February 13, 2013

 

/s/ Paul M. English

Paul M. English

 

Page 7 of 7