0001359824-14-000012.txt : 20140512 0001359824-14-000012.hdr.sgml : 20140512 20140512165137 ACCESSION NUMBER: 0001359824-14-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140512 DATE AS OF CHANGE: 20140512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XO GROUP INC. CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58021 FILM NUMBER: 14834017 BUSINESS ADDRESS: STREET 1: 195 BROADWAY 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 195 BROADWAY, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: KNOT INC DATE OF NAME CHANGE: 19990809 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D 1 schedule13d.htm SCHEDULE 13D schedule13d.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934

XO GROUP INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

983772104
(CUSIP Number)

Becker Drapkin Management, L.P.
Attn:  Steven R. Becker
Attn:  Matthew A. Drapkin
500 Crescent Court
Suite 230
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


April 30, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to 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
 
CUSIP No. 983772104
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Management, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
 
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
722,336
8
SHARED VOTING POWER
 
1,218,089
9
SOLE DISPOSITIVE POWER
 
722,336
10
SHARED DISPOSITIVE POWER
 
1,218,089
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,940,425
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN

 
 
 
 
 

CUSIP No. 983772104
1
 
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Partners (QP), L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
 
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,089,061
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,089,061
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,089,061
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 

CUSIP No. 983772104
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
Becker Drapkin Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
 
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
129,028
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
129,028
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
129,028
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 


CUSIP No. 983772104
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
BC Advisors, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
 
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,940,425
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,940,425
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,940,425
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, OO


 
 
 
 

CUSIP No. 983772104
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,940,425
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,940,425
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,940,425
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

CUSIP No. 983772104
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,940,425
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,940,425
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,940,425
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 

 
 
 
 


Item 1.
Security and the Issuer
 
 
This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of XO Group Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 195 Broadway, 25th Floor, New York, New York 10007.
 
Item 2.
Identity and Background
 
 
(a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):  Becker Drapkin Management, L.P., a Texas limited partnership (“BD Management”); Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”); Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”).  The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”).
 
Becker Drapkin QP and Becker Drapkin, L.P. are collectively referred to herein as the “Becker Drapkin Funds”.
 
Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of BD Management.  Mr. Becker and Mr. Drapkin are also limited partners of BD Management.  BD Management is the general partner of, and investment manager for, each of the Becker Drapkin Funds and the investment manager for a separate managed account on behalf of an investment advisory client (the “Managed Account”).
 
(b) The business address of the Reporting Persons is 500 Crescent Court, Suite 230, Dallas, Texas 75201.
 
(c) The present principal occupation of each of Mr. Becker and Mr. Drapkin is serving as the co-managing member of BCA.  The principal business of BCA is serving as the general partner of BD Management.  The principal business of BD Management is serving as the general partner of, and investment manager for, the Becker Drapkin Funds and the investment manager for the Managed Account.  The principal business of each of the Becker Drapkin Funds is acquiring and holding securities for investment purposes.
 
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Mr. Becker and Mr. Drapkin are citizens of the United States of America.  The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2.
 
Item 3.
Source and Amount of Funds or other Consideration
 
 
The Reporting Persons expended an aggregate amount equal to $20,034,010 (including commissions) to purchase 1,940,425 shares of Common Stock.  Funds used to purchase reported securities held in the accounts of the Becker Drapkin Funds have come from working capital of the Becker Drapkin Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  Funds used to purchase reported securities held by the Managed Account have come from the funds of the Managed Account, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
 
Item 4.
Purpose of Transaction
 
 
(a)-(j) The Reporting Persons purchased the Common Stock based on their belief that the shares of Common Stock are undervalued and represent an attractive investment opportunity. 
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, in connection therewith, intend to discuss with the Issuer ways in which the undervaluation of the Common Stock can be rectified.  The Reporting Persons also intend to engage the Issuer in discussions regarding its assets, business, strategy, financial condition and operations and how to maximize shareholder value.  The Reporting Persons have extensive experience working constructively with publicly-traded media, retail, and consumer-oriented technology companies in which they have significant investments. Further, Mr. Becker and Mr. Drapkin have served as board members in publicly-traded companies such as Alloy, Plato Learning, Glu Mobile, Hot Topic, and Tuesday Morning.  The Reporting Persons believe these experiences as well as their position as the third largest shareholder of the Issuer will enable them to add value for the Issuer. 
 
Subject to applicable law and regulations and, depending upon certain factors, including general market and investment conditions, the financial performance and strategic direction of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase of such shares desirable, the Reporting Persons may increase their position in the Issuer through the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons deem advisable.   In addition, the Reporting Persons may, from time to time and at any time, acquire other equity, debt, notes, instruments or other securities of the Issuer (collectively with the Common Stock, “Securities”) in the open market or otherwise.  The Reporting Persons reserve the right in the future to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
 
In addition, based on the above discussions with the Issuer and subject to the factors described above, the Reporting Persons may nominate or recommend candidates to serve on the Board; have discussions with other stockholders and potential nominees to the Board; make additional proposals to the Issuer concerning changes to the strategy, capitalization, ownership structure, operations, governance structure or Articles of Incorporation or Bylaws of the Issuer; or change their intention with respect to any and all matters referred to in this Item 4.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. 
 
Item 5.
Interest in Securities of the Issuer
 
 
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 1,940,425 shares of Common Stock.  Based upon a total of 26,916,904 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2014 the Reporting Persons’ shares represent approximately 7.209% of the outstanding shares of Common Stock.
Becker Drapkin QP owns 1,089,061 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 4.046% of the outstanding shares of Common Stock.

Becker Drapkin, L.P. owns 129,028 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.479% of the outstanding shares of Common Stock.

The Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares.  Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares.  Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.

As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares.  BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.  BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 722,336 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 2.684% of the outstanding shares of Common Stock.  
 
The Becker Drapkin Funds disclaim beneficial ownership of the Managed Account Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management.  BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.

As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA.  Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.

 
Name of Reporting Person
Date
Number of Shares Purchased (Sold)
Average Price per Share
Becker Drapkin Partners LP
3/17/2014
12,525
$9.7407
Becker Drapkin Partners LP
3/18/2014
2,857
$9.7472
Becker Drapkin Partners LP
3/19/2014
4,695
$9.9173
Becker Drapkin Partners LP
3/20/2014
3,509
$10.0092
Becker Drapkin Partners LP
3/21/2014
1,649
$10.0519
Becker Drapkin Partners LP
3/24/2014
398
$9.9857
Becker Drapkin Partners LP
3/25/2014
155
$9.9525
Becker Drapkin Partners LP
3/26/2014
3,849
$9.9522
Becker Drapkin Partners LP
3/27/2014
4,040
$10.0334
Becker Drapkin Partners LP
3/28/2014
5,501
$10.0387
Becker Drapkin Partners LP
4/01/2014
874
$10.2368
Becker Drapkin Partners LP
4/02/2014
943
$10.1991
Becker Drapkin Partners LP
4/03/2014
4,108
$10.1350
Becker Drapkin Partners LP
4/04/2014
3,164
$10.1405
Becker Drapkin Partners LP
4/07/2014
4,648
$10.2582
Becker Drapkin Partners LP
4/08/2014
6,323
$10.3033
Becker Drapkin Partners LP
4/09/2014
6,298
$10.2685
Becker Drapkin Partners LP
4/10/2014
1,295
$10.2260
Becker Drapkin Partners LP
4/11/2014
2,248
$10.2483
Becker Drapkin Partners LP
4/14/2014
2,872
$10.2566
Becker Drapkin Partners LP
4/15/2014
2,559
$10.2148
Becker Drapkin Partners LP
4/22/2014
2,389
$10.6705
Becker Drapkin Partners LP
4/23/2014
3,245
$10.6480
Becker Drapkin Partners LP
4/24/2014
2,753
$10.5719
Becker Drapkin Partners LP
4/25/2014
5,690
$10.3879
Becker Drapkin Partners LP
4/29/2014
13
$10.5100
Becker Drapkin Partners LP
4/30/2014
7,264
$10.5619
Becker Drapkin Partners LP
5/01/2014
2,271
$10.5667
Becker Drapkin Partners LP
5/02/2014
28,459
$10.6598
Becker Drapkin Partners LP
5/05/2014
485
$10.3511
Becker Drapkin Partners LP
5/06/2014
272
$10.1546
Becker Drapkin Partners LP
5/07/2014
1,374
$10.1470
Becker Drapkin Partners LP
5/07/2014
303
$10.1387
Becker Drapkin Partners QP LP
3/17/2014
103,989
$9.7407
Becker Drapkin Partners QP LP
3/18/2014
23,723
$9.7472
Becker Drapkin Partners QP LP
3/19/2014
38,983
$9.9173
Becker Drapkin Partners QP LP
3/20/2014
29,134
$10.0092
Becker Drapkin Partners QP LP
3/21/2014
13,695
$10.0519
Becker Drapkin Partners QP LP
3/24/2014
3,312
$9.9857
Becker Drapkin Partners QP LP
3/25/2014
1,289
$9.9525
Becker Drapkin Partners QP LP
3/26/2014
31,962
$9.9522
Becker Drapkin Partners QP LP
3/27/2014
33,543
$10.0334
Becker Drapkin Partners QP LP
3/28/2014
45,677
$10.0387
Becker Drapkin Partners QP LP
4/01/2014
7,412
$10.2368
Becker Drapkin Partners QP LP
4/02/2014
8,002
$10.1991
Becker Drapkin Partners QP LP
4/03/2014
34,837
$10.1350
Becker Drapkin Partners QP LP
4/04/2014
26,831
$10.1405
Becker Drapkin Partners QP LP
4/07/2014
39,411
$10.2582
Becker Drapkin Partners QP LP
4/08/2014
52,753
$10.3033
Becker Drapkin Partners QP LP
4/09/2014
53,403
$10.2685
Becker Drapkin Partners QP LP
4/10/2014
10,981
$10.2260
Becker Drapkin Partners QP LP
4/11/2014
19,063
$10.2483
Becker Drapkin Partners QP LP
4/14/2014
24,360
$10.2566
Becker Drapkin Partners QP LP
4/15/2014
21,700
$10.2148
Becker Drapkin Partners QP LP
4/22/2014
20,256
$10.6705
Becker Drapkin Partners QP LP
4/23/2014
27,522
$10.6480
Becker Drapkin Partners QP LP
4/24/2014
23,342
$10.5719
Becker Drapkin Partners QP LP
4/25/2014
48,253
$10.3879
Becker Drapkin Partners QP LP
4/29/2014
113
$10.5100
Becker Drapkin Partners QP LP
4/30/2014
61,591
$10.5619
Becker Drapkin Partners QP LP
5/01/2014
19,441
$10.5667
Becker Drapkin Partners QP LP
5/02/2014
243,618
$10.6598
Becker Drapkin Partners QP LP
5/05/2014
4,160
$10.3511
Becker Drapkin Partners QP LP
5/06/2014
2,337
$10.1546
Becker Drapkin Partners QP LP
5/07/2014
11,770
$10.1470
Becker Drapkin Partners QP LP
5/07/2014
2,598
$10.1387
Managed Account
3/17/2014
69,094
$9.7407
Managed Account
3/18/2014
15,762
$9.7472
Managed Account
3/19/2014
25,901
$9.9173
Managed Account
3/20/2014
19,357
$10.0092
Managed Account
3/21/2014
9,099
$10.0519
Managed Account
3/24/2014
2,200
$9.9857
Managed Account
3/25/2014
856
$9.9525
Managed Account
3/26/2014
21,236
$9.9522
Managed Account
3/27/2014
22,287
$10.0334
Managed Account
3/28/2014
30,349
$10.0387
Managed Account
4/01/2014
4,914
$10.2368
Managed Account
4/02/2014
5,304
$10.1991
Managed Account
4/03/2014
23,095
$10.1350
Managed Account
4/04/2014
17,788
$10.1405
Managed Account
4/07/2014
26,127
$10.2582
Managed Account
4/08/2014
35,033
$10.3033
Managed Account
4/09/2014
35,403
$10.2685
Managed Account
4/10/2014
7,279
$10.2260
Managed Account
4/11/2014
12,637
$10.2483
Managed Account
4/14/2014
16,149
$10.2566
Managed Account
4/15/2014
14,386
$10.2148
Managed Account
4/22/2014
13,428
$10.6705
Managed Account
4/23/2014
18,245
$10.6480
Managed Account
4/24/2014
15,474
$10.5719
Managed Account
4/25/2014
31,988
$10.3879
Managed Account
4/29/2014
74
$10.5100
Managed Account
4/30/2014
40,832
$10.5619
Managed Account
5/01/2014
12,876
$10.5667
Managed Account
5/02/2014
161,345
$10.6598
Managed Account
5/05/2014
2,755
$10.3511
Managed Account
5/06/2014
1,547
$10.1546
Managed Account
5/07/2014
7,795
$10.1470
Managed Account
5/07/2014
1,721
$10.1387

 
(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
 
(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
 
On May 12, 2014, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 1.
 
The Reporting Persons may, from time to time, enter into and dispose of option contracts with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount.  The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.
 
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Joint Filing Agreement, dated May 12, 2014, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
 
Exhibit 2
Power of Attorney dated March 16, 2013, signed by Steven R. Becker
 
Exhibit 3
Power of Attorney dated March 16, 2013, signed by Matthew A. Drapkin
 

 
 
 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           May 12, 2014

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
   
MATTHEW A. DRAPKIN
     
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
       


 
 
 
 

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of XO Group Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: May 12, 2014

[Signature Page Follows]


 
 
 
 



 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
   
MATTHEW A. DRAPKIN
     
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     


 
 
 

Exhibit 2

Power of Attorney

March 16, 2013

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.


Very truly yours,


/s/ Steven R. Becker                                                                
Steven R. Becker

 
 
 
 

Exhibit 3

Power of Attorney

March 16, 2013

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.


Very truly yours,


/s/ Matthew A. Drapkin                                                      
Matthew A. Drapkin