0000929638-13-000368.txt : 20130610 0000929638-13-000368.hdr.sgml : 20130610 20130610125340 ACCESSION NUMBER: 0000929638-13-000368 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130610 DATE AS OF CHANGE: 20130610 GROUP MEMBERS: ABDIEL CAPITAL MANAGEMENT LLC GROUP MEMBERS: ABDIEL QUALIFIED MASTER FUND L.P. GROUP MEMBERS: COLIN T. MORAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52417 FILM NUMBER: 13902791 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Capital Advisors, LLC CENTRAL INDEX KEY: 0001578684 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9240 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 abdiel_nrc-sch13g.htm SCHEDULE 13G (JUNE 2013) abdiel_nrc-sch13g.htm
 
 
        UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
          Washington, D.C. 20549
  
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
National Research Corporation
  
 
(Name of Issuer)
  

 
Class B Common Stock
  
 
(Title of Class of Securities)
  

 
637372301
  
 
(CUSIP Number)
  

 
May 31, 2013
  
 
(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)
 
[x]           Rule 13d-1(c)
 
[ ]           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.
 
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.
I.R.S. Identification Nos. of above persons (entities only)
 
Abdiel Qualified Master Fund, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
188,307 shares (110,030 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
188,307 shares (110,030 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
188,307 shares (110,030 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.4% (3.2% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)

 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Abdiel Capital Management, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.9% (3.4% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Abdiel Capital Advisors, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.9% (3.4% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Colin T. Moran
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
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
 
0 shares
6    Shared Voting Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
203,853 shares (119,116 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.9% (3.4% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN

 
 
 
 
Item 1.
  

(a)
Name of Issuer
 
National Research Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
1245 Q Street
Lincoln, NE 68508

Item 2.
  

(a)
Name of Person Filing
 
Abdiel Qualified Master Fund, L.P.
Abdiel Capital Management, LLC
Abdiel Capital Advisors, LLC
Colin T. Moran
 
(b)
Address of Principal Business Office or, if none, Residence
 
410 Park Avenue, Suite 530
New York, NY 10022
 
(c)
Citizenship
 
Abdiel Qualified Master Fund, L.P. - Cayman Islands
Abdiel Capital Management, LLC - Delaware
Abdiel Capital Advisors, LLC - Delaware
Colin T. Moran - United States
 
(d)
Title of Class of Securities
 
Class B Common Stock
 
(e)
CUSIP Number
 
637372301

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:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of May 31, 2013, Abdiel Qualified Master Fund, L.P. owned 188,307 shares of Class B Common Stock, which is 5.4% of the Issuer’s outstanding Class B Common Stock.  As of Filing Date, Abdiel Qualified Master Fund, L.P. owned 110,030 shares of Class B Common Stock, which is 3.2% of the Issuer’s outstanding Class B Common Stock.   As of May 31, 2013, Abdiel Capital Management, LLC, Abdiel Capital Advisors, LLC and Colin T. Moran owned 203, 853 shares of Class B Common Stock, which is 5.9% of the Issuer’s outstanding Class B Common Stock.  As of the Filing Date, Abdiel Capital Management, LLC, Abdiel Capital Advisors, LLC and Colin T. Moran owned 119,116 shares of Class B Common Stock, which is 3.4% of the Issuer’s outstanding Class B Common Stock. The percentages herein are calculated based upon the assumption that there are 3,455,464 outstanding shares of Class B Common Stock of the Issuer.  This assumption is, in turn, based upon (i) the statement in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2013, that there were 6,910,928 shares of Common Stock outstanding as of April 30, 2013, and (b) the statement in the Issuer’s Current Report on Form 8-K, filed with the SEC on May 24, 2013, indicating that each then outstanding share of the Issuer’s Common Stock has been recapitalized into one-half share of the Issuer’s Class B Common Stock.

(a)
Amount Beneficially Owned***
 
 
Abdiel Qualified Master Fund, L.P. - 188,307 shares (110,030 shares as of the Filing Date)
Abdiel Capital Management, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Abdiel Capital Advisors, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Colin T. Moran - 203,853 shares (119,116 shares as of the Filing Date)
 
(b)
Percent of Class
 
Abdiel Qualified Master Fund, L.P. - 5.4% (3.2% as of the Filing Date)
Abdiel Capital Management, LLC - 5.9% (3.4% as of the Filing Date)
Abdiel Capital Advisors, LLC - 5.9% (3.4% as of the Filing Date)
Colin T. Moran - 5.9% (3.4% as of the Filing Date)
 

 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
Abdiel Qualified Master Fund, L.P. - 0 shares
Abdiel Capital Management, LLC - 0 shares
Abdiel Capital Advisors, LLC - 0 shares
Colin T. Moran - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Abdiel Qualified Master Fund, L.P. - 188,307 shares (110,030 shares as of the Filing Date)
Abdiel Capital Management, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Abdiel Capital Advisors, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Colin T. Moran - 203,853 shares (119,116 shares as of the Filing Date)
 
 
(iii)
sole power to dispose or to direct the disposition of
   
Abdiel Qualified Master Fund, L.P. - 0 shares
Abdiel Capital Management, LLC - 0 shares
Abdiel Capital Advisors, LLC - 0 shares
Colin T. Moran - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Abdiel Qualified Master Fund, L.P. - 188,307 shares (110,030 shares as of the Filing Date)
Abdiel Capital Management, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Abdiel Capital Advisors, LLC - 203,853 shares (119,116 shares as of the Filing Date)
Colin T. Moran - 203,853 shares (119,116 shares as of the Filing Date)
 
*** Abdiel Capital Management, LLC and Abdiel Capital Advisors, LLC serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, L.P.  Shares otherwise reported herein are held by several private investment funds (including Abdiel Qualified Master Fund, L.P. holdings reported herein) for which Abdiel Capital Management, LLC and Abdiel Capital Advisors, LLC serve as the general partner and the investment manager, respectively.  Colin T. Marin serves as managing member of each of Abdiel Capital Management, LLC and Abdiel Capital Advisors, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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 [X].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.

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.

Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.

 
 
 
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.
 
June 10, 2013
 
 
ABDIEL QUALIFIED MASTER FUND, L.P.
   
 
By: Abdiel Capital Management, LLC
 
its General Partner
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
ABDIEL CAPITAL MANAGEMENT, LLC
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
ABDIEL CAPITAL ADVISORS, LLC
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
COLIN T. MORAN
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Individually
 
 EX-99.1 2 abdiel_nrc-ex991.htm JOINT FILER AGREEMENT abdiel_nrc-ex991.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of June 10, 2013, is by and among Abdiel Qualified Master Fund, L.P., Abdiel Capital Advisors, LLC, Abdiel Capital Management, LLC and Colin T. Moran (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Class B Common Stock of National Research Corporation beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


 
ABDIEL QUALIFIED MASTER FUND, L.P.
   
 
By: Abdiel Capital Management, LLC
 
its General Partner
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
ABDIEL CAPITAL MANAGEMENT, LLC
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
ABDIEL CAPITAL ADVISORS, LLC
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Managing Member
   
   
 
COLIN T. MORAN
   
 
By: /s/ Colin T. Moran
 
Colin T. Moran, Individually