0001560207-16-000002.txt : 20160504 0001560207-16-000002.hdr.sgml : 20160504 20160504102642 ACCESSION NUMBER: 0001560207-16-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160504 DATE AS OF CHANGE: 20160504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIBER INC CENTRAL INDEX KEY: 0000918581 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382046833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45227 FILM NUMBER: 161617845 BUSINESS ADDRESS: STREET 1: 6312 S FIDDLER'S GREEN CIRCLE STREET 2: SUITE 600E CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 3032200100 MAIL ADDRESS: STREET 1: 6312 S FIDDLER'S GREEN CIRCLE STREET 2: SUITE 600E CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC CENTRAL INDEX KEY: 0001560207 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (330) 519-1158 MAIL ADDRESS: STREET 1: 1247 STONER AVENUE, #207 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 sc13d_may22016.htm SC 13D sc13d_dec142015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Sec. 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
Sec. 240.13d-2(a)

(Amendment No. )1

Ciber Inc.
(Name of Issuer)

Common Stock, Par Value $.01
(Title of Class of Securities)

0000918581
(CUSIP Number)

BRADLEY S. VIZI
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(424) 253-1775
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25, 2016
(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 Sec.Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Sec. 240.13d-7 for other parties to whom copies are to be sent.


_______________
1           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).
 
 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners, L.P. I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,515,427
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,515,427
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,515,427
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners, L.P. II
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
265,353
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
265,353
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
265,353
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
<1%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners Special Opportunities, L.P. III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,575,333
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,575,333
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,575,333
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners Asset Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 

1
NAME OF REPORTING PERSON
 
Legion Partners Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 

1
NAME OF REPORTING PERSON
 
Bradley S. Vizi
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

1
NAME OF REPORTING PERSON
 
Christopher S. Kiper
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

1
NAME OF REPORTING PERSON
 
Raymond White
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,356,113
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,356,113
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,356,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.7%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Ciber Inc, a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 6312 S Fiddler’s Green Circle, Suite 600E, Greenwood Village, Colorado 80111.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);
 
 
(ii)
Legion Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”);
 
 
(iii)
Legion Partners Special Opportunities, L.P. III, a Delaware limited partnership (“Legion Partners Special III”);
 
 
(iv)
Legion Partners, LLC, a Delaware limited liability company, which serves as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special III;
 
 
(v)
Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special III;
 
 
(vi)
Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC;
 
 
(vii)
Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
 
 
(viii)
Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and
 
 
(ix)
Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of the Reporting Persons is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212.
 
(c)           The principal business of each of Legion Partners I, Legion Partners II and Legion Partners Special III is investing in securities.  The principal business of Legion Partners, LLC is serving as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special III.  The principal business of Legion Partners Asset Management is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special III.  The principal business of Legion Partners Holdings is serving as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC.  The principal occupation of each of Messrs. Vizi, Kiper and White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings.
 
 
 
 

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been 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.
 
(f)           Messrs. Vizi, Kiper and White are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Legion Partners I, Legion Partners II and Legion Partners Special III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.  The aggregate purchase price of the 2,515,427 Shares owned directly by Legion Partners I is approximately $5,454,676, including brokerage commissions.  The aggregate purchase price of the 265,353 Shares owned directly by Legion Partners II is approximately $572,204, including brokerage commissions.  The aggregate purchase price of the 2,575,333 Shares owned directly by Legion Partners Special III is approximately $5,350,063, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 
 
 

Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 80,219,009 Shares outstanding as of February 11, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2016.
 
A.
Legion Partners I
 
 
(a)
As of the close of business on May 3, 2016, Legion Partners I beneficially owned 2,515,427 Shares.
 
Percentage: Approximately 3.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,515,427
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,515,427

 
(c)
The transactions in the Shares by Legion Partners I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Legion Partners II
 
 
(a)
As of the close of business on May 3, 2016, Legion Partners II beneficially owned 265,353 Shares.
 
Percentage: Approximately <1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 265,353
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 265,353

 
(c)
The transactions in the Shares by Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Legion Partners Special III
 
 
(a)
As of the close of business on May 3, 2016, Legion Partners Special III beneficially owned 2,575,333 Shares.
 
Percentage: Approximately 3.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,575,333
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,575,333

 
(c)
The transactions in the Shares by Legion Partners Special III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
 
 

D.
Legion Partners, LLC
 
 
(a)
As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special III, Legion Partners, LLC may be deemed the beneficial owner of the (i) 2,515,427 Shares owned by Legion Partners I, (ii) 265,353 Shares owned by Legion Partners II, and (iii) 2,575,333 Shares owned by Legion Partners Special III.
 
Percentage: Approximately 6.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,356,113
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,356,113

 
(c)
Legion Partners, LLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Legion Partners Asset Management
 
 
(a)
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special III, may be deemed the beneficial owner of the (i) 2,515,427 Shares owned by Legion Partners I, (ii) 265,353 Shares owned by Legion Partners II, and (iii) 2,575,333 Shares owned by Legion Partners Special III.
 
Percentage: Approximately 6.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,356,113
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,356,113

 
(c)
Legion Partners Asset Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Legion Partners Holdings
 
 
(a)
Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 2,515,427 Shares owned by Legion Partners I, (ii) 265,353 Shares owned by Legion Partners II, and (iii) 2,575,333 Shares owned by Legion Partners Special III.
 
Percentage: Approximately 6.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,356,113
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,356,113
 
 
 
 

 
(c)
Legion Partners Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
G.
Messrs. Vizi, Kiper and White
 
 
(a)
Each of Messrs. Vizi, Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 2,515,427 Shares owned by Legion Partners I, (ii) 265,353 Shares owned by Legion Partners II, and (iii) 2,575,333 Shares owned by Legion Partners Special III.
 
Percentage: Approximately 6.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,356,113
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,356,113

 
(c)
None of Messrs. Vizi, Kiper or White has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On May 3, 2016 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Legion Partners I has sold short in over the counter market American-style put options, referencing 597,900 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016. Legion Partners I has purchased in over the counter market American-style call options, referencing 64,000 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016.
 
Legion Partners II has sold short in over the counter market American-style put options, referencing 49,000 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016. Legion Partners II has purchased in over the counter market American-style call options, referencing 5,100 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016.
 
Legion Partners Special III has sold short in over the counter market American-style put options, referencing 8,100 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016. Legion Partners Special III has purchased in over the counter market American-style call options, referencing 900 Shares, which have an exercise price of $2.50 per Share and expire on May 20, 2016.
 
 
 
 

 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. III, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Bradley S. Vizi, Christopher S. Kiper and Raymond White, dated May 3, 2016.
 
 
 
 

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  May 3, 2016


 
Legion Partners, L.P. I
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners, L.P. II
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners Special Opportunities, L.P. II,
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners, LLC
   
 
By:
Legion Partners Holdings, LLC
Managing Member
 
 
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners Asset Management, LLC
   
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Director
 

 
Legion Partners Holdings, LLC
   
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


  /s/ Bradley S. Vizi
 
Bradley S. Vizi


  /s/ Christopher S. Kiper
 
Christopher S. Kiper


  /s/ Raymond White
 
Raymond White

 
 
 

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

LEGION PARTNERS, L.P. I
      CommissionPurchase / 
 Ticker orBuy/Trade# of# of & OtherSale 
TickerOptionSellDateSharesOptionsPriceTrading FeesTotal CostNotes
          
CBRCBRBUY3/21/164,187 $1.98 $42 $8,348  
CBRCBRBUY3/31/1654,337 $2.12 $543 $115,558  
CBRCBRBUY4/1/1647,799 $2.11 $478 $101,248  
CBRCBRBUY4/1/16175,243 $2.11 $1,757 $371,520  
CBRCBRBUY4/4/1667,321 $2.11 $673 $142,842  
CBRCBRBUY4/4/1645,466 $2.11 $460 $96,357  
CBRCBRBUY4/5/1634,153 $2.09 $342 $71,766  
CBRCBRBUY4/5/166,969 $2.10 $105 $14,739  
CBRCBRBUY4/6/1659,635 $2.09 $596 $125,389  
CBRCBRBUY4/7/1618,729 $2.10 $187 $39,604  
CBRCBRBUY4/7/1643,832 $2.10 $443 $92,534  
CBRCBRBUY4/8/1674,846 $2.12 $748 $159,452  
CBRCBRBUY4/8/1645,638 $2.11 $461 $96,758  
CBRCBRBUY4/11/1614,513 $2.13 $145 $31,053  
CBRCBRBUY4/11/1632,642 $2.12 $331 $69,552  
CBRCBRBUY4/12/1630,943 $2.12 $309 $65,949  
CBRCBRBUY4/12/1643,385 $2.12 $439 $92,528  
CBRCBRBUY4/13/1627,474 $2.24 $275 $61,817  
CBRCBRBUY4/13/1627,382 $2.21 $279 $60,883  
CBRCBRBUY4/14/1660,126 $2.23 $601 $134,652  
CBRCBRBUY4/14/1668,457 $2.21 $690 $151,980  
CBRCBRBUY4/14/1642,991 $2.21 $435 $95,634  
CBRCBR May $2.5 PSHORT4/15/16 -913$0.35 $1,184 ($30,771) 
CBRCBRBUY4/15/1614,148 $2.25 $141 $31,967  
CBRCBRBUY4/15/1623,001 $2.24 $235 $51,654  
CBRCBR May $2.5 PSHORT4/18/16 -913$0.34 $1,184 ($29,402) 
CBRCBRBUY4/18/1645,638 $2.22 $461 $101,778  
CBRCBRBUY4/18/164,282 $2.21 $43 $9,504  
CBRCBRBUY4/18/1661,246 $2.21 $617 $136,241  
CBRCBR May $2.5 PSHORT4/19/16 -912$0.31 $1,182 ($27,090) 
CBRCBRBUY4/19/165,713 $2.22 $57 $12,733  
CBRCBR May $2.5 PSHORT4/20/16 -55$0.30 $57 ($1,593) 
CBRCBRBUY4/20/1656,375 $2.22 $564 $125,750  
CBRCBR May $2.5 PSHORT4/21/16 -495$0.30 $649 ($14,201) 
CBRCBRBUY4/21/1630,212 $2.21 $302 $66,989  
CBRCBR May $2.5 PSHORT4/22/16 -228$0.30 $299 ($6,541) 
CBRCBRBUY4/22/1612,733 $2.21 $127 $28,328  
CBRCBR May $2.5 PSHORT4/25/16 -457$0.30 $595 ($13,115) 
CBRCBR May $2.5 CBUY4/25/16 212$0.05 $221 $1,281  
CBRCBRBUY4/25/1623,732 $2.29 $237 $54,524  
CBRCBRBUY4/25/1645,638 $2.25 $461 $103,147  
CBRCBRBUY4/25/1627,457 $2.23 $280 $61,520  
CBRCBR May $2.5 PSHORT4/26/16 -912$0.25 $1,182 ($21,618) 
CBRCBRBUY4/26/1675,038 $2.29 $750 $172,295  
CBRCBR May $2.5 PSHORT4/27/16 -685$0.25 $889 ($16,236) 
CBRCBR May $2.5 CBUY4/27/16 80$0.05 $83 $483  
CBRCBRBUY4/27/1683,996 $2.30 $840 $194,081  
CBRCBRBUY4/27/1645,638 $2.32 $461 $106,342  
CBRCBRBUY4/28/1683,133 $2.31 $831 $192,802  
CBRCBRBUY4/28/1691,275 $2.32 $918 $212,676  
CBRCBRBUY4/28/16109,851 $2.31 $1,104 $255,178  
CBRCBR May $2.5 PSHORT4/29/16 -238$0.25 $312 ($5,638) 
CBRCBR May $2.5 CBUY4/29/16 90$0.05 $94 $544  
CBRCBRBUY4/29/1617,799 $2.28 $178 $40,758  
CBRCBRBUY4/29/16223,443 $2.29 $2,239 $514,237  
CBRCBR May $2.5 PSHORT5/2/16 -11$0.25 $11 ($264) 
CBRCBR May $2.5 CBUY5/2/16 193$0.05 $201 $1,166  
CBRCBRBUY5/2/1640,692 $2.29 $407 $93,730  
CBRCBRBUY5/2/1694,013 $2.30 $945 $216,978  
CBRCBRBUY5/2/1645,736 $2.30 $462 $105,655  
CBRCBR May $2.5 PSHORT5/3/16 -160$0.25 $212 ($3,788) 
CBRCBR May $2.5 CBUY5/3/16 65$0.05 $68 $393  
CBRCBRBUY5/3/1692,543 $2.32 $925 $215,681  
CBRCBRBUY5/3/1691,473 $2.32 $920 $213,137  
CBRCBRBUY5/3/1644,554 $2.31 $451 $103,219
 
LEGION PARTNERS, L.P. II
      CommissionPurchase / 
 Ticker orBuy/Trade# of# of & OtherSale 
TickerOptionSellDateSharesOptionsPriceTrading FeesTotal CostNotes
          
CBRCBRBUY3/21/16813 $1.98 $8 $1,621  
CBRCBRBUY3/31/1610,553 $2.12 $106 $22,443  
CBRCBRBUY4/1/169,076 $2.11 $91 $19,225  
CBRCBRBUY4/1/1633,277 $2.11 $338 $70,552  
CBRCBRBUY4/4/1612,784 $2.11 $128 $27,125  
CBRCBRBUY4/4/168,634 $2.11 $91 $18,302  
CBRCBRBUY4/5/166,485 $2.09 $65 $13,627  
CBRCBRBUY4/5/161,323 $2.10 $20 $2,798  
CBRCBRBUY4/6/1611,324 $2.09 $113 $23,810  
CBRCBRBUY4/7/163,557 $2.10 $36 $7,522  
CBRCBRBUY4/7/168,324 $2.10 $88 $17,577  
CBRCBRBUY4/8/166,123 $2.12 $61 $13,044  
CBRCBRBUY4/8/163,733 $2.11 $42 $7,919  
CBRCBRBUY4/11/161,187 $2.13 $12 $2,540  
CBRCBRBUY4/11/162,670 $2.12 $32 $5,694  
CBRCBRBUY4/12/162,531 $2.12 $25 $5,394  
CBRCBRBUY4/12/163,549 $2.12 $40 $7,574  
CBRCBRBUY4/13/162,248 $2.24 $22 $5,058  
CBRCBRBUY4/13/162,241 $2.21 $27 $4,987  
CBRCBRBUY4/14/164,919 $2.23 $49 $11,016  
CBRCBRBUY4/14/165,600 $2.21 $61 $12,437  
CBRCBRBUY4/14/163,517 $2.21 $40 $7,828  
CBRCBR May $2.5 PSHORT4/15/16 -75$0.35 $102 ($2,523) 
CBRCBRBUY4/15/161,157 $2.25 $12 $2,614  
CBRCBRBUY4/15/161,882 $2.24 $24 $4,231  
CBRCBR May $2.5 PSHORT4/18/16 -74$0.34 $101 ($2,378) 
CBRCBRBUY4/18/163,733 $2.22 $42 $8,330  
CBRCBRBUY4/18/16350 $2.21 $5 $778  
CBRCBRBUY4/18/165,010 $2.21 $55 $11,149  
CBRCBR May $2.5 PSHORT4/19/16 -75$0.31 $102 ($2,223) 
CBRCBRBUY4/19/16467 $2.22 $5 $1,041  
CBRCBR May $2.5 PSHORT4/20/16 -5$0.30 $5 ($145) 
CBRCBRBUY4/20/164,612 $2.22 $46 $10,288  
CBRCBR May $2.5 PSHORT4/21/16 -40$0.30 $57 ($1,143) 
CBRCBRBUY4/21/162,472 $2.21 $25 $5,481  
CBRCBR May $2.5 PSHORT4/22/16 -19$0.30 $30 ($540) 
CBRCBRBUY4/22/161,042 $2.21 $10 $2,318  
CBRCBR May $2.5 PSHORT4/25/16 -37$0.30 $53 ($1,057) 
CBRCBR May $2.5 CBUY4/25/16 17$0.05 $18 $103  
CBRCBRBUY4/25/161,941 $2.29 $19 $4,459  
CBRCBRBUY4/25/163,733 $2.25 $42 $8,442  
CBRCBRBUY4/25/162,246 $2.23 $27 $5,037  
CBRCBR May $2.5 PSHORT4/26/16 -75$0.25 $102 ($1,773) 
CBRCBRBUY4/26/166,139 $2.29 $61 $14,096  
CBRCBR May $2.5 PSHORT4/27/16 -56$0.25 $77 ($1,323) 
CBRCBR May $2.5 CBUY4/27/16 7$0.05 $7 $42  
CBRCBRBUY4/27/166,871 $2.30 $69 $15,876  
CBRCBRBUY4/27/163,733 $2.32 $42 $8,703  
CBRCBRBUY4/28/166,801 $2.31 $68 $15,773  
CBRCBRBUY4/28/167,467 $2.32 $80 $17,403  
CBRCBRBUY4/28/168,987 $2.31 $95 $20,881  
CBRCBR May $2.5 PSHORT4/29/16 -20$0.25 $31 ($469) 
CBRCBR May $2.5 CBUY4/29/16 7$0.05 $7 $42  
CBRCBRBUY4/29/161,456 $2.28 $15 $3,334  
CBRCBRBUY4/29/1618,279 $2.29 $188 $42,072  
CBRCBR May $2.5 PSHORT5/2/16 -1$0.25 $5 ($20) 
CBRCBR May $2.5 CBUY5/2/16 15$0.05 $16 $91  
CBRCBRBUY5/2/163,234 $2.29 $32 $7,449  
CBRCBRBUY5/2/167,472 $2.30 $80 $17,250  
CBRCBRBUY5/2/163,635 $2.30 $41 $8,402  
CBRCBR May $2.5 PSHORT5/3/16 -13$0.25 $22 ($303) 
CBRCBR May $2.5 CBUY5/3/16 5$0.05 $5 $30  
CBRCBRBUY5/3/167,355 $2.32 $74 $17,142  
CBRCBRBUY5/3/167,270 $2.32 $78 $16,944  
CBRCBRBUY5/3/163,541 $2.31 $40 $8,208
 
LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. III
      CommissionPurchase / 
 Ticker orBuy/Trade# of# of & OtherSale 
TickerOptionSellDateSharesOptionsPriceTrading FeesTotal CostNotes
          
CBRCBRBUY4/5/16535,170 $2.08 $2,681 $1,113,159  
CBRCBRBUY4/5/162,000,000 $2.08 $0 $4,150,000  
CBRCBRBUY4/5/162,762 $2.09 $28 $5,804  
CBRCBRBUY4/5/16564 $2.10 $8 $1,193  
CBRCBRBUY4/6/164,822 $2.09 $48 $10,139  
CBRCBRBUY4/7/161,514 $2.10 $15 $3,202  
CBRCBRBUY4/7/163,544 $2.10 $40 $7,486  
CBRCBRBUY4/8/161,031 $2.12 $10 $2,196  
CBRCBRBUY4/8/16629 $2.11 $11 $1,338  
CBRCBRBUY4/11/16200 $2.13 $5 $431  
CBRCBRBUY4/11/16450 $2.12 $10 $964  
CBRCBRBUY4/12/16426 $2.12 $5 $909  
CBRCBRBUY4/12/16598 $2.12 $11 $1,280  
CBRCBRBUY4/13/16378 $2.24 $5 $852  
CBRCBRBUY4/13/16377 $2.21 $9 $843  
CBRCBRBUY4/14/16828 $2.23 $8 $1,854  
CBRCBRBUY4/14/16943 $2.21 $14 $2,098  
CBRCBRBUY4/14/16592 $2.21 $11 $1,322  
CBRCBR May $2.5 PSHORT4/15/16 -12$0.35 $20 ($400) 
CBRCBRBUY4/15/16195 $2.25 $5 $444  
CBRCBRBUY4/15/16317 $2.24 $8 $717  
CBRCBR May $2.5 PSHORT4/18/16 -13$0.34 $22 ($414) 
CBRCBRBUY4/18/16629 $2.22 $11 $1,408  
CBRCBRBUY4/18/1659 $2.21 $5 $135  
CBRCBRBUY4/18/16844 $2.21 $13 $1,882  
CBRCBR May $2.5 PSHORT4/19/16 -13$0.31 $22 ($381) 
CBRCBRBUY4/19/1679 $2.22 $5 $180  
CBRCBRBUY4/20/16777 $2.22 $8 $1,733  
CBRCBR May $2.5 PSHORT4/21/16 -7$0.30 $14 ($196) 
CBRCBRBUY4/21/16416 $2.21 $5 $923  
CBRCBR May $2.5 PSHORT4/22/16 -3$0.30 $9 ($81) 
CBRCBRBUY4/22/16175 $2.21 $5 $393  
CBRCBR May $2.5 PSHORT4/25/16 -6$0.30 $13 ($167) 
CBRCBR May $2.5 CBUY4/25/16 3$0.05 $5 $20  
CBRCBRBUY4/25/16327 $2.29 $5 $753  
CBRCBRBUY4/25/16629 $2.25 $11 $1,427  
CBRCBRBUY4/25/16378 $2.23 $9 $852  
CBRCBR May $2.5 PSHORT4/26/16 -13$0.25 $22 ($303) 
CBRCBRBUY4/26/161,034 $2.29 $10 $2,374  
CBRCBR May $2.5 PSHORT4/27/16 -9$0.25 $17 ($208) 
CBRCBR May $2.5 CBUY4/27/16 1$0.05 $5 $10  
CBRCBRBUY4/27/161,157 $2.30 $12 $2,673  
CBRCBRBUY4/27/16629 $2.32 $11 $1,471  
CBRCBRBUY4/28/161,145 $2.31 $11 $2,655  
CBRCBRBUY4/28/161,258 $2.32 $18 $2,936  
CBRCBRBUY4/28/161,513 $2.31 $20 $3,520  
CBRCBR May $2.5 PSHORT4/29/16 -3$0.25 $9 ($66) 
CBRCBR May $2.5 CBUY4/29/16 1$0.05 $5 $10  
CBRCBRBUY4/29/16245 $2.28 $5 $564  
CBRCBRBUY4/29/163,078 $2.29 $36 $7,089  
CBRCBR May $2.5 CBUY5/2/16 3$0.05 $5 $20  
CBRCBRBUY5/2/16559 $2.29 $6 $1,288  
CBRCBRBUY5/2/161,292 $2.30 $18 $2,987  
CBRCBRBUY5/2/16629 $2.30 $11 $1,458  
CBRCBR May $2.5 PSHORT5/3/16 -2$0.25 $8 ($42) 
CBRCBR May $2.5 CBUY5/3/16 1$0.05 $5 $10  
CBRCBRBUY5/3/161,272 $2.32 $13 $2,965  
CBRCBRBUY5/3/161,257 $2.32 $18 $2,934  
CBRCBRBUY5/3/16612 $2.31 $11 $1,423
EX-99.1 CHARTER 2 ex99-1.htm EX-99.1
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Ciber Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  May 3, 2016


 
Legion Partners, L.P. I
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners, L.P. II
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners Special Opportunities, L.P. II,
   
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
 
 
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners, LLC
   
 
By:
Legion Partners Holdings, LLC
Managing Member
 
 
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


 
Legion Partners Asset Management, LLC
   
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Director


 
Legion Partners Holdings, LLC
   
   
 
By:
 /s/ Bradley S. Vizi
   
Name:
Bradley S. Vizi
   
Title:
Managing Member


  /s/ Bradley S. Vizi
 
Bradley S. Vizi


  /s/ Christopher S. Kiper
 
Christopher S. Kiper


  /s/ Raymond White
 
Raymond White