-----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, VtEFcoqcL/HDQsC6X2MZntiIHdTLv6J3RgL6ObtvqubWCrt4tGHIvBe5dy5Z15dj tiaZOuO69QqMZj+GB11I+w== 0001013594-08-000134.txt : 20080214 0001013594-08-000134.hdr.sgml : 20080214 20080214155912 ACCESSION NUMBER: 0001013594-08-000134 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VELOCITY EXPRESS CORP CENTRAL INDEX KEY: 0001002902 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 870355929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46377 FILM NUMBER: 08615257 BUSINESS ADDRESS: STREET 1: ONE MORNINGSIDE DRIVE NORTH STREET 2: BUILDING B SUITE 300 CITY: WESTPORT STATE: X1 ZIP: 06880 BUSINESS PHONE: 203-349-4160 MAIL ADDRESS: STREET 1: ONE MORNINGSIDE DRIVE NORTH STREET 2: BUILDING B SUITE 300 CITY: WESTPORT STATE: X1 ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: UNITED SHIPPING & TECHNOLOGY INC DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: U SHIP INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 18 CHURCH STREET, SKANDIA HOUSE CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: 18 CHURCH STREET, SKANDIA HOUSE CITY: HAMILTON STATE: D0 ZIP: HM11 SC 13G/A 1 velocity13ga-021308.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.1)* Velocity Express Corporation ---------------------------- (Name of Issuer) Common Stock --------------- (Title of Class of Securities) 92257T608 ---------------- (CUSIP Number) December 31, 2007 ------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 92257T608 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Linden Capital LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 167,268 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 167,268 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,268 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92257T608 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Linden GP 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 167,268 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 167,268 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,268 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92257T608 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Siu Min Wong 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 167,268 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 167,268 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,268 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 ("Amendment No. 1") is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of Common Stock, having $.04 par value per share (the "Common Stock") of Velocity Express Corporation (the "Issuer") beneficially owned by the Reporting Persons specified herein as of December 31, 2007, and amends and supplements the Schedule 13G filed on July 25, 2007 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. The names of the persons filing this statement on Schedule 13G are: Linden Capital LP, a Bermuda limited partnership ("Linden Capital"), Linden GP LLC, a Delaware limited liability company ("Linden GP"), and Siu Min Wong ("Mr. Wong," and collectively, the "Reporting Persons"). Linden GP is the general partner of Linden Capital, and Mr. Wong is the managing member of Linden GP. Therefore, Linden GP and Mr. Wong may each be deemed to beneficially own the shares of Common Stock (as defined below) owned by Linden Capital. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Linden Capital is Ingham & Wilkinson Building, 129 Front Street, Hamilton HM12, Bermuda. The principal business address for each of Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, NY 10022. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons collectively beneficially own 167,268 shares of Common Stock consisting of: (a) 135,552 shares of Common Stock, and (b) 785,031 shares of convertible preferred stock that is convertible into 31,716 shares of Common Stock. (b) Percent of class: The Reporting Persons have beneficial ownership of 167,268 shares of Common Stock constituting 5.9% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote Linden Capital, Linden GP and Mr. Wong have shared power to vote or direct the vote of the 167,268 shares of Common Stock held by Linden Capital. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Linden Capital, Linden GP and Mr. Wong have shared power to dispose or direct the disposition of the 167,268 shares of Common Stock held by Linden Capital. Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 13, 2008 LINDEN CAPITAL L.P. By: Linden GP LLC, general partner By: /s/ Siu Min Wong ---------------- Siu Min Wong, Managing Member LINDEN GP LLC By: /s/ Siu Min Wong ---------------- Siu Min Wong, Managing Member /s/ Siu Min Wong ---------------- Siu Min Wong -----END PRIVACY-ENHANCED MESSAGE-----