0000921895-14-002161.txt : 20141002 0000921895-14-002161.hdr.sgml : 20141002 20141002083400 ACCESSION NUMBER: 0000921895-14-002161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141002 DATE AS OF CHANGE: 20141002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Speed Commerce, Inc. CENTRAL INDEX KEY: 0000911650 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411704319 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42687 FILM NUMBER: 141134730 BUSINESS ADDRESS: STREET 1: 1303 E. ARAPAHO ROAD, SUITE 200 CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 8663773331 MAIL ADDRESS: STREET 1: 1303 E. ARAPAHO ROAD, SUITE 200 CITY: RICHARDSON STATE: TX ZIP: 75081 FORMER COMPANY: FORMER CONFORMED NAME: NAVARRE CORP /MN/ DATE OF NAME CHANGE: 19930907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Alder GP, LLC CENTRAL INDEX KEY: 0001609583 IRS NUMBER: 455297207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, SUITE 2502 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (212) 257-4288 MAIL ADDRESS: STREET 1: 80 BROAD STREET, SUITE 2502 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 sc13da309646004_09302014.htm sc13da309646004_09302014.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 § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Speed Commerce, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

84764T106
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 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.


_______________
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).
 
 
 
 
CUSIP NO. 84764T106
 
1
NAME OF REPORTING PERSON
 
SPDC INVESTMENT LLC
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
 
6,948,191
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,948,191
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,948,191
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.97%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 84764T106
 
1
NAME OF REPORTING PERSON
 
RED ALDER GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
6,948,191
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,948,191
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,948,191
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.97%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 84764T106
 
1
NAME OF REPORTING PERSON
 
SCHUSTER TANGER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,948,191
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,948,191
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,948,191
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.97%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 84764T106
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares owned by the Fund 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, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 6,948,191 Shares beneficially owned by the Fund is approximately $22,338,713, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each Reporting Person is based upon 69,690,871 Shares outstanding as of September 2, 2014, which is the total number of Shares outstanding as reported in the Issuer’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 18, 2014.
 
As of the close of business on September 30, 2014, the Fund beneficially owned 6,948,191 Shares, constituting approximately 9.97% of the outstanding Shares. Red Alder GP, as the managing member of the Fund, and Mr. Tanger, as the managing member of Red Alder GP, may be deemed to beneficially own the Shares owned by the Fund.
 
Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
 
(b)           The Fund, Red Alder GP and Mr. Tanger have the sole power to vote or direct the vote of and to dispose or direct the disposition of the 6,948,191 Shares held by the Fund.
 
(c)            The transactions in the Shares on behalf of the Fund in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
5
 
CUSIP NO. 84764T106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 1, 2014
 
 
SPDC INVESTMENT LLC
   
 
By:   Red Alder GP, LLC, its managing member
   
 
By:
/s/ Schuster Tanger
   
Name:
Schuster Tanger
   
Title:
Managing Member


 
RED ALDER GP, LLC
   
 
By:
/s/ Schuster Tanger
   
Name:
Schuster Tanger
   
Title:
Managing Member


   
   
 
/s/ Schuster Tanger
 
Schuster Tanger
 
 
6
 
CUSIP NO. 84764T106
 
SCHEDULE A
 
Transactions in the Shares in the Past 60 Days
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale

SPDC INVESTMENT LLC

34,581
  
2.56
8/8/2014
42,619
  
2.80
8/12/2014
31,645
  
3.23
8/28/2014
30,770
  
3.30
8/29/2014
740
  
3.00
9/11/2014
32,593
  
2.99
9/12/2014
24,170
  
3.00
9/12/2014
9,163
  
2.98
9/15/2014
38,610
  
2.65
9/19/2014
14,249
  
2.60
9/22/2014
24,213
  
2.60
9/23/2014
17,730
  
2.70
9/26/2014
200,000
  
2.69
9/30/2014