-----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, IHhq1L4hp/24+Skcm2RQ0mqa0RAbhAiBlj/MzgS+ziHB5gP1xbOVE5h3/Hw3gy/1 3UcMW18hWfsI1eKsLC74mg== 0000905718-09-000193.txt : 20090217 0000905718-09-000193.hdr.sgml : 20090216 20090217154434 ACCESSION NUMBER: 0000905718-09-000193 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: SRB MANAGEMENT, L.P. GROUP MEMBERS: STEVEN R. BECKER GROUP MEMBERS: WS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. GROUP MEMBERS: WSV MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELULAR CORP CENTRAL INDEX KEY: 0000915324 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363885440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50111 FILM NUMBER: 09613274 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123798397 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 telular13gam4dec08.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4)* Under the Securities Exchange Act of 1934 TELULAR CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 87970T208 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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). CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: Patrick P. Walker I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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 (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 197,190* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 197,190* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 197,190* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.1%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: Reid S. Walker I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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 (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 528,424* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 528,424* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 528,424* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 2.8%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: G. Stacy Smith I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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 (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 528,424* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 528,424* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 528,424* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 2.8%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: WS Capital, L.L.C. I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 331,234* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 331,234* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 331,234* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.8%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: HC/OO - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: WS Capital Management, L.P. I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 331,234* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 331,234* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 331,234* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.8%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IA/PN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: WSV Management, L.L.C. I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 197,190* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 197,190* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 197,190* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.1%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: HC/OO - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: WS Ventures Management, L.P. I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 197,190* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 197,190* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 197,190* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.1%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: HC/OO - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: Steven R. Becker I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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 (5) Sole Voting Power: 696,568* -------------------------------------- (6) Shared Voting Power: 0* -------------------------------------- (7) Sole Dispositive Power: 696,568* -------------------------------------- (8) Shared Dispositive Power: 0* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 696,568* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 3.7%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: BC Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 696,568* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 696,568* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 696,568* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 3.7%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: HC/00 - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP No. 87970T208 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons: SRB Management, L.P. I.R.S. Identification Nos. of Above Persons (entities only): - -------------------------------------------------------------------------------- (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: Texas - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 696,568* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 696,568* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 696,568* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 3.7%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IA/PN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Telular Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2009, there were 18,335,076 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issued and outstanding as of January 31, 2009. As of December 31, 2008 (the "Reporting Date"), SRB Greenway Capital, L.P. ("SRBGC"), SRB Greenway Capital (Q.P.), L.P. ("SRBQP"), SRB Greenway Offshore Operating Fund, L.P. ("SRB Offshore"), SRB Greenway Opportunity Fund, L.P. ("SRB Opportunity") and SRB Greenway Opportunity Fund (QP), L.P. ("SRB Opportunity QP," and together with SRBGC, SRBQP, SRB Offshore and SRB Opportunity, the "Greenway Funds") held in the aggregate (i) Series A Warrants to purchase 319,784 Shares and (ii) Series B Warrants to purchase 376,784 Shares. SRB Management, L.P. ("SRB Management") is the general partner of each of the Greenway Funds. BC Advisors, LLC ("BCA") is the general partner of SRB Management. Steven R. Becker is the sole member of BCA. As a result, SRB Management, BCA and Mr. Becker possess shared power to vote and direct the disposition of the securities of the Company held by the Greenway Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP") and Walker Smith International Fund, Ltd. ("WS International," and collectively with WSC and WSCQP, the "WS Funds") held in the aggregate (i) Series A Warrants to purchase 152,117 Shares and (ii) Series B Warrants to purchase 179,117 Shares. WS Capital Management, L.P. ("WSC Management") is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WS Capital, L.L.C. ("WS Capital") is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are members of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WS Funds. Furthermore, as of the Reporting Date, Walker Smith Opportunity Fund, L.P. ("WSO") and Walker Smith Opportunity Fund (Q.P.), L.P. ("WSOQP," and together with WSO, the "WSO Funds") held in the aggregate (i) Series A Warrants to purchase 90,595 Shares and (ii) Series B Warrants to purchase 106,595 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are members of WSV. As a result, WSV, WSVM, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the securities of the Company held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) SRB Management, BCA and Steven R. Becker are deemed to beneficially own 696,568 Shares, or approximately 3.7% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WSC Management and WS Capital are deemed to beneficially own 331,234 Shares, or approximately 1.8% of the Shares deemed issued and outstanding as of the Reporting Date; (iii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 528,424 Shares, or approximately 2.8% of the Shares deemed issued and outstanding as of the Reporting Date; and (iv) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 197,190 Shares, or approximately 1.1% of the Shares deemed issued and outstanding as of the Reporting Date. The WS Funds, the WSO Funds and the Greenway Funds agreed to co-invest on the investment in the Company. Each of the reporting persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 4 shall not be deemed to be an admission that any such reporting person is a member of such a group. Item 1(a). Name of Issuer: TELULAR CORPORATION Item 1(b). Address of Issuer's Principal Executive Offices: 311 South Wacker Drive Suite 4300 Chicago, Illinois 60606-6622 Item 2(a). Name of Person Filing: Patrick P. Walker Reid S. Walker G. Stacy Smith WS Capital, L.L.C. WS Capital Management, L.P. WSV Management, L.L.C. WS Ventures Management, L.P. Steven R. Becker BC Advisors, LLC SRB Management, L.P. Item 2(b). Address of Principal Business Office or, if none, Residence: 300 Crescent Court, Suite 1111 Dallas, Texas 75201 Item 2(c). Citizenship: Patrick P. Walker United States Reid S. Walker United States G. Stacy Smith United States WS Capital, L.L.C. Texas WS Capital Management, L.P. Texas WSV Management, L.L.C. Texas WS Ventures Management, L.P. Texas Steven R. Becker United States BC Advisors, LLC Texas SRB Management, L.P. Texas Item 2(d). Title of Class of Securities: Common stock, par value $0.01 per share Item 2(e). CUSIP Number: 87970T208 Item 3. Not Applicable. Item 4. Ownership: (a) Amount Beneficially Owned: Patrick P. Walker 197,190* Reid S. Walker 528,424* G. Stacy Smith 528,424* WS Capital, L.L.C. 331,234* WS Capital Management, L.P. 331,234* WSV Management, L.L.C. 197,190* WS Ventures Management, L.P. 197,190* Steven R. Becker 696,568* BC Advisors, LLC 696,568* SRB Management, L.P. 696,568* (b) Percent of Class: Patrick P. Walker 1.1%* Reid S. Walker 2.8%* G. Stacy Smith 2.8%* WS Capital, L.L.C. 1.8%* WS Capital Management, L.P. 1.8%* WSV Management, L.L.C. 1.1%* WS Ventures Management, L.P. 1.1%* Steven R. Becker 3.7%* BC Advisors, LLC 3.7%* SRB Management, L.P. 3.7%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Patrick P. Walker 0* Reid S. Walker 0* G. Stacy Smith 0* WS Capital, L.L.C. 0* WS Capital Management, L.P. 0* WSV Management, L.L.C. 0* WS Ventures Management, L.P. 0* Steven R. Becker 0* BC Advisors, LLC 0* SRB Management, L.P. 0* (ii) shared power to vote or to direct the vote: Patrick P. Walker 197,190* Reid S. Walker 528,424* G. Stacy Smith 528,424* WS Capital, L.L.C. 331,234* WS Capital Management, L.P. 331,234* WSV Management, L.L.C. 197,190* WS Ventures Management, L.P. 197,190* Steven R. Becker 696,568* BC Advisors, LLC 696,568* SRB Management, L.P. 696,568* (iii) sole power to dispose or to direct the disposition of: Patrick P. Walker 0* Reid S. Walker 0* G. Stacy Smith 0* WS Capital, L.L.C. 0* WS Capital Management, L.P. 0* WSV Management, L.L.C. 0* WS Ventures Management, L.P. 0* Steven R. Becker 0* BC Advisors, LLC 0* SRB Management, L.P. 0* (iv) shared power to dispose or to direct the disposition of: Patrick P. Walker 197,190* Reid S. Walker 528,424* G. Stacy Smith 528,424* WS Capital, L.L.C. 331,234* WS Capital Management, L.P. 331,234* WSV Management, L.L.C. 197,190* WS Ventures Management, L.P. 197,190* Steven R. Becker 696,568* BC Advisors, LLC 696,568* SRB Management, L.P. 696,568* * See footnote to cover pages. Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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. 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. February 17, 2009 WS CAPITAL, L.L.C. By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WS CAPITAL MANAGEMENT, L.P. By: WS Capital, L.L.C., its general partner By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WSV MANAGEMENT, L.L.C. By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WS VENTURES MANAGEMENT, L.P. By: WSV Management, L.L.C., its general partner By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member /s/ Reid S. Walker ------------------------------------------------ REID S. WALKER /s/ G. Stacy Smith ------------------------------------------------ G. STACY SMITH /s/ Patrick P. Walker ------------------------------------------------ PATRICK P. WALKER /s/ Steven R. Becker ------------------------------------------------ STEVEN R. BECKER BC ADVISORS, LLC By: /s/ Steven R. Becker --------------------------------------------- Steven R. Becker, Member SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner By: /s/ Steven R. Becker --------------------------------------------- Steven R. Becker, Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of TELULAR CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 17, 2009. WS CAPITAL, L.L.C. By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WS CAPITAL MANAGEMENT, L.P. By: WS Capital, L.L.C., its general partner By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WSV MANAGEMENT, L.L.C. By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member WS VENTURES MANAGEMENT, L.P. By: WSV Management, L.L.C., its general partner By: /s/ Reid S. Walker --------------------------------------------- Reid S. Walker, Member /s/ Reid S. Walker ------------------------------------------------ REID S. WALKER /s/ G. Stacy Smith ------------------------------------------------ G. STACY SMITH /s/ Patrick P. Walker ------------------------------------------------ PATRICK P. WALKER /s/ Steven R. Becker ------------------------------------------------ STEVEN R. BECKER BC ADVISORS, LLC By: /s/ Steven R. Becker --------------------------------------------- Steven R. Becker, Member SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner By: /s/ Steven R. Becker --------------------------------------------- Steven R. Becker, Member -----END PRIVACY-ENHANCED MESSAGE-----