-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IcaY1lBVWCDbOVNYqEsl7xixwRzrWsHfqA5KGoEUu0ZxWA5kWuTRFaIZ18e+9YJB YQ6cRxd+huoBI2mx3g+C8Q== 0001331693-06-000010.txt : 20060314 0001331693-06-000010.hdr.sgml : 20060314 20060314172113 ACCESSION NUMBER: 0001331693-06-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 GROUP MEMBERS: DEBORAH BILLET-ROUMELL GROUP MEMBERS: JAMES C. ROUMELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUTNAM MANAGED HIGH YIELD TRUST CENTRAL INDEX KEY: 0000901823 IRS NUMBER: 046733967 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80837 FILM NUMBER: 06685868 BUSINESS ADDRESS: STREET 1: ONE POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172921000 MAIL ADDRESS: STREET 1: ONE POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roumell Asset Management, LLC CENTRAL INDEX KEY: 0001331693 IRS NUMBER: 522145132 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-961-1570 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 SC 13D/A 1 putnam13da.txt SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Putnam Managed High Yield Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 746819101 - -------------------------------------------------------------------------------- (CUSIP Number) James C. Roumell Roumell Asset Management, LLC 3 Bethesda Metro Center, Suite 700 Bethesda, MD 20814 Phone: (301) 961-1570 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 2006 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to the 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). - -------------------------------------------------------------------------------- Schedule 13D Amendment No. 1 Page 2 - ----------------------------- ------------- CUSIP NO.: 746819101 1. NAMES OF REPORTING PERSONS Roumell Asset Management, LLC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 52-2145132 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,350,758 EACH ------------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,350,758 WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,350,758 (1) - -------------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- (1) The 1,350,758 shares are deemed to be owned beneficially by Roumell Asset Management, LLC solely as a result of its discretionary power over such shares as investment adviser. Roumell Asset Management, LLC has no economic interest in these shares and thus disclaims beneficial ownership thereof. Schedule 13D Amendment No. 1 Page 3 - ----------------------------- ------------- CUSIP NO.: 746819101 1. NAMES OF REPORTING PERSONS James C. Roumell and Deborah Billet-Roumell S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,400 EACH ------------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 3,400 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 *% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Less than 1%. Schedule 13D Amendment No. 1 Page 4 - ---------------------------- ------------ CUSIP NO: 746819101 This amendment no. 1 amends Schedule 13D (the "Statement"), dated February 13, 2006. Except as set forth below, the information contained in the Statement remains unchanged. To the extent that any information is provided herein with respect to Putnam Managed High Yield Trust (the "Issuer"), such information is provided based upon information that the Issuer has made publicly available. Items 3, 5, and 7 of the Statement are hereby amended to read in full as follows: Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Roumell Asset Management directed client accounts as to which it had discretionary authority to purchase, for the clients' benefit and in the clients' names (or in street names), 1,350,758 shares of common stock. The aggregate purchase price was $10,603,042, inclusive of brokerage commissions. The sources of funding for these purchases were individual client funds. Mr. and Mrs. Roumell purchased 3,400 shares of common stock, as joint tenants with right to survivorship, for a purchase price of $27,936.96, inclusive of brokerage commissions. The source of funding for this purchase was individual funds. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) As determined by Rule 13d-3 of the Securities Exchange Act of 1934, Roumell Asset Management may be said to have beneficial ownership of an aggregate of 1,350,758 shares of the Issuer's common stock, representing 18.1% of its outstanding shares (based upon the information contained in the Issuer's semi-annual report filed January 27, 2006). Mr. and Mrs. Roumell have beneficial ownership of 3,400 shares of the Issuer's common stock, representing less than 1% of its outstanding shares (based upon the information contained in the Issuer's semi-annual report filed January 27, 2006). (b) Roumell Asset Management (i) SOLE POWER TO VOTE OR DIRECT THE VOTE: 0 (ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: 1,350,758 shares of common stock (iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION: 1,350,758 shares of common stock (iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION: 0 The 1,350,758 shares are deemed to be owned beneficially by Roumell Asset Management solely as a result of its discretionary power over such shares as investment adviser. Roumell Asset Management has no economic interest in these shares and thus disclaims beneficial ownership thereof. (b) James C. Roumell and Deborah Billet-Roumell As Joint Tenants With Right of Survivorship (i) SOLE POWER TO VOTE OR DIRECT THE VOTE: 0 (ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: 3,400 shares of common stock (iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION: 0 (iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION: 3,400 (c) During the 60 period ending March 13, 2006, Roumell Asset Management conducted the following transactions in the Issuer's common stock. Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchase and sale prices include brokerage commissions paid. Buy/Sell Date No. of Shares Purchase Price - --------- ---------- ------------- -------------- BUY 01/30/06 18,700 $8.0070 BUY 01/31/06 8,100 $8.0470 BUY 02/01/06 500 $8.0500 BUY 02/03/06 493,200 $7.9403-$8.0115 BUY 02/06/06 15,850 $8.04-$8.0499 BUY 02/07/06 7,600 $8.1000 BUY 02/08/06 5,500 $8.1000 BUY 02/09/06 9,700 $8.0992-$8.10 BUY 02/24/06 23,500 $8.0961 BUY 02/27/06 10,050 $8.1500 BUY 02/28/06 3,100 $8.1500 BUY 03/01/06 3,700 $8.1500 BUY 03/02/06 1,500 $8.1500 BUY 03/03/06 14,600 $8.13-$8.17 BUY 03/06/06 6,350 $8.1500 BUY 03/07/06 10,500 $8.1119 BUY 03/08/06 17,000 $8.0510 BUY 03/09/06 15,950 $8.03-$8.0408 BUY 03/10/06 12,000 $8.1475 BUY 03/13/06 46,000 $7.96-$8.15 Mr. and Mrs. Roumell did not have any transactions in the Issuer's common stock during the 60 period ending March 13, 2006. (d) Roumell Asset Management's advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 1,350,758 shares of the Issuer's common stock. Mr. and Mrs. Roumell have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 3,400 shares of the Issuer's common stock. (e) Not Applicable. Schedule 13D Amendment No. 1 Page 5 - ---------------------------- -------------- CUSIP NO.: 746819101 Item 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit 1 Form of Roumell Asset Management, LLC Investment Advisory Agreement (incorporated by reference from the original Schedule 13D filed February 13, 2006). Exhibit 2 Joint Filing Agreement by and among Roumell Asset Management, LLC, James C. Roumell and Deborah Billet-Roumell. Schedule 13D Amendment No. 1 Page 6 - ---------------------------- -------------- SIGNATURE After reasonable inquiry and to the best of his/hers/its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him/her/it is true, complete and correct. Dated: March 14, 2006 Roumell Asset Management, LLC By: /s/ James C. Roumell ------------------------ Name: James C. Roumell Title: President James C. Roumell and Deborah Billet-Roumell,Joint Tenants With Right of Survivorship By: /s/ James C. Roumell ------------------------------------ James C. Roumell Exhibit 2 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of March 14, 2006, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Putnam Managed High Yield Trust, and such statement to which this Joint Filing Agreement is attached as Exhibit 2 is filed on behalf of each of the undersigned. ROUMELL ASSET MANAGEMENT, LLC By: /s/ James C. Roumell ------------------------------------ James C. Roumell President JAMES C. ROUMELL AND DEBORAH BILLET-ROUMELL, JOINT TENANTS WITH RIGHT OF SURVIVORSHIP By: /s/ James C. Roumell ------------------------------------ James C. Roumell -----END PRIVACY-ENHANCED MESSAGE-----