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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 persons 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 |
5 | 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 Persons family. |
(3) | Assumes conversion of all of the Reporting Persons 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. |
Page 3 of 7
SCHEDULE 13G | ||||
Item 1 |
||||
(a) | Name of Issuer | |||
KAYAK Software Corporation | ||||
(b) | Address of Issuers 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 Persons family. | |
(7) | Assumes conversion of all of the Reporting Persons 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