0001545833-14-000002.txt : 20140522 0001545833-14-000002.hdr.sgml : 20140522 20140522090033 ACCESSION NUMBER: 0001545833-14-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140522 DATE AS OF CHANGE: 20140522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bridgeline Digital, Inc. CENTRAL INDEX KEY: 0001378590 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522263942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82964 FILM NUMBER: 14862336 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781 376 5555 MAIL ADDRESS: STREET 1: 80 BLANCHARD ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: Bridgeline Software, Inc. DATE OF NAME CHANGE: 20061018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Westland Ventures, LLC CENTRAL INDEX KEY: 0001545833 IRS NUMBER: 264236481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 354 QUAKER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-924-5972 MAIL ADDRESS: STREET 1: 354 QUAKER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 SC 13D/A 1 submission.txt SUBMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) BRIDGELINE DIGITAL, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 10807Q205 (CUSIP Number) Scott Sipprelle Westland Ventures, LLC 354 Quaker Road Princeton, NJ 08540 609-924-5972 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 2014 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 10807Q205 13D Page 2 of 4 Pages 1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.OF ABOVE PERSONS (ENTITIES ONLY) Westland Ventures, LLC 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (see instructions) OO (Funds from Investment Client) 5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6.CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7.SOLE VOTING POWER 1,064,315 8.SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,064,315 10.SHARED DISPOSITIVE POWER 0 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,064,315 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 4.88% as of the date of filing of this Schedule. 14. TYPE OF REPORTING PERSON (see instructions) 00 (LLC) * The calculation of the foregoing percentage is based on 21,825,510 common shares of the Issuer outstanding as of March 31, 2014 as disclosed in the Issuer's Form 10-Q for the quarterly period ended March 31, 2014. Please see Item 5. CUSIP No.10807Q205 13D Page 3 of 4 Pages Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates to is shares of common stock, $0.001 par value ("Common Stock") of Bridgeline Digital, Inc., a Delaware corporation (the "Issuer"). The principal offices of the Issuer are located at 80 Blanchard Road, Burlington, MA 01803. Item 2. Identity and Background. (a-c, f) The person filing this statement is Westland Ventures, LLC (the "Reporting Person"), a Delaware limited liability company. The business address of the Reporting Person is 354 Quaker Road, Princeton, NJ 08540.The Reporting Person is a personal investment vehicle fora sole investor. (d) The Reporting Person, has not, during the last five years, been convicted in a criminal proceeding excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source or Amount of Funds or Other Consideration. The Reporting Person beneficially holds, in the aggregate, 1,315,315 shares of Common Stock. The aggregate purchase price of the shares of Common Stock purchased by the Reporting Person was $1,273,943.33. The source of funding for the purchase of these shares of Common Stock was the investment by the sole investor in the Reporting Person. Item 4. Purpose of Transaction. The Reporting Person acquired the shares of Common Stock reported herein on the open market. The Reporting Person intends to hold the Common Stock for investment purposes but also may discuss operating and strategic issues with the board and senior management of the Issuer. Except as set forth herein, the Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right from time to time to acquire or dispose of shares of common stock or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors. On May 20, 2014, the Reporting Person sold 251,000 shares of Common Stock. Due to an increased number of issued and outstanding shares of the Issuer and as a result of this sale, the Reporting Person no longer holds in excess of five percent of the Issuer. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Person beneficially owns 1,064,315 shares of the Issuer's Common Stock, which represents approximately 4.88% of the Issuer's class of common stock. (b) The Reporting Person has sole voting and sole dispositive power over the 1,064,315 shares of Common Stock (c) On May 20, 2014, the Reporting Person, through Mr. Siprelle, effected a sale of 251,000 shares of Common Stock. The sale price of each share of Common Stock was $0.77. The sale of the Common Shares were sold in two separate transactions, both occuring on May 20, 2014. 250,000 shares of Common Stock were executed by Taglich Brothers, Inc. and the remaining 1,000 shares were executed by Charles Schwab & Co., Inc. Both transactions took place in the public market. (d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 1,064,315 share of Common Stock reported in Item 5(a). (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock on May 20, 2014. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has not entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer Item 7. Material to Be Filed as Exhibits. Not applicable. CUSIP No. 10807Q205 13D Page 4 of 4 Pages 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. WESTLAND VENTURES, LLC /s/ Scott Sipprelle Scott Sipprelle PRINCIPAL May 21, 2014