0001172661-12-000055.txt : 20120208 0001172661-12-000055.hdr.sgml : 20120208 20120207185952 ACCESSION NUMBER: 0001172661-12-000055 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120208 DATE AS OF CHANGE: 20120207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954405754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51585 FILM NUMBER: 12579349 BUSINESS ADDRESS: STREET 1: 500 NEWPORT CENTER DRIVE STREET 2: 7TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494808300 MAIL ADDRESS: STREET 1: 500 NEWPORT CENTER DRIVE STREET 2: # CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APEX CAPITAL, LLC CENTRAL INDEX KEY: 0000943518 IRS NUMBER: 680347819 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 25 ORINDA WAY STREET 2: SUITE 300 CITY: ORINDA STATE: CA ZIP: 94563 BUSINESS PHONE: 925-253-1800 MAIL ADDRESS: STREET 1: 25 ORINDA WAY STREET 2: SUITE 300 CITY: ORINDA STATE: CA ZIP: 94563 FORMER COMPANY: FORMER CONFORMED NAME: APEX CAPITAL LLC DATE OF NAME CHANGE: 19950405 SC 13G/A 1 actg123111a7.txt SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7) Acacia Research Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 003881307 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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. 003881307 1. Names of Reporting Persons. Apex Capital, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization California, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,639,100 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 1,639,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,639,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.80% 12. Type of Reporting Person OO, IA CUSIP No. 003881307 1. Names of Reporting Persons. Sanford J. Colen 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 22,500 Number of Shares 6. Shared Voting Power: 1,639,100 Beneficially Owned by 7. Sole Dispositive Power: 22,500 Each Reporting Person With: 8. Shared Dispositive Power: 1,639,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,661,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.85% 12. Type of Reporting Person IN, HC CUSIP No. 003881307 1. Names of Reporting Persons. Daniel S. Katz 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 135,500 Number of Shares 6. Shared Voting Power: 1,639,100 Beneficially Owned by 7. Sole Dispositive Power: 135,500 Each Reporting Person With: 8. Shared Dispositive Power: 1,639,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,774,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.11% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: Acacia Research Corporation (b) Address of Issuer's Principal Executive Offices: 500 Newport Center Drive Newport Beach, California 92660 Item 2. (a) Name of Person Filing: Apex Capital, LLC ("LLC") Sanford J. Colen ("Colen") Daniel S. Katz ("Katz") (collectively, the "Filers") (b) Address of Principal Business Office, or, if None, Residence: The principal business office of the Filers is located at: 25 Orinda Way, Suite 300 Orinda, CA 94563 (c) Citizenship: Please refer to Item 4 on each cover sheet for each Reporting Person (d) Title of Class of Securities: Common Stock (e) CUSIP No.: 003881307 Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (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. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 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; (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Colen is the Manager of LLC. Katz is a senior portfolio manager for LLC. No single client account of LLC holds more than five percent of the outstanding Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable Item 8. Identification and Classification of Members of the Group LLC is a registered investment adviser. Colen is the controlling member of LLC. The Filers are filing this Schedule 13G/A jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each of the Filers also disclaims beneficial ownership of the Stock except to the extent of that Filer's pecuniary interest therein. Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certifications (By LLC and Colen) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. (By Katz) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. Dated: February 07, 2012 Apex Capital, LLC By: /s/ Sanford J. Colen -------------------------- Name: Sanford J. Colen Title: Manager By: /s/ Sanford J. Colen -------------------------- Sanford J. Colen By: /s/ Daniel S. Katz -------------------------- Daniel S. Katz CUSIP No. 003881307 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G/A (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G/A. For that purpose, the undersigned hereby constitute and appoint Apex Capital, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G/A. Dated: February 07, 2012 Apex Capital, LLC By: /s/ Sanford J. Colen -------------------------- Name: Sanford J. Colen Title: Manager By: /s/ Sanford J. Colen -------------------------- Sanford J. Colen By: /s/ Daniel S. Katz -------------------------- Daniel S. Katz