SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 2 TO SC 13G Amendment No. 2 to SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

 

 

 

SUPPORTSOFT, INC.


(Name of Issuer)

 

 

Common Stock, par value $.0001


(Title of Class of Securities)

 

 

868587 10 6


                                (CUSIP Number)                                

 

 

December 31, 2002


(Date of Event which Requires Filing of Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x 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).

 

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CUSIP No. 868587 10 6

 


  1.


 

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons:

 

Scott W. Dale

   

  2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨

(b)   ¨

   

  3.


 

SEC Use Only

 

   

  4.


 

Citizenship or Place of Organization

 

United States

   

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  5.    Sole Voting Power

 

        1,628,009 shares*


  6.    Shared Voting Power

 

        200,000 shares, all of which are directly held by SDK Limited Partnership. Mr. Dale is a      general partner of SDK Limited Partnership.                


  7.    Sole Dispositive Power

 

        1,628,009 shares*


  8.    Shared Dispositive Power

 

        200,000 shares, all of which are directly held by SDK Limited Partnership. Mr. Dale is a      general partner of SDK Limited Partnership.


  9.


 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,828,009 shares            

   

10.


 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

   

11.


 

Percent of Class Represented by Amount in Row (9)

 

5.4%

   

12.


 

Type of Reporting Person (See Instructions)

 

IN            

   

 

* Consists of 285,895 shares beneficially owned pursuant to stock options exercisable within 60 days of December 31, 2002.

 

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Item 1(a) Name of Issuer:

 

SupportSoft, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

 

575 Broadway, Redwood City, California 94063

 

Item 2(a) Name of Person Filing:

 

Scott W. Dale

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

 

575 Broadway, Redwood City, California 94063

 

Item 2(c) Citizenship:

 

United States

 

Item 2(d) Title of Class of Securities:

 

Common Stock, $.0001 par value

 

Item 2(e) CUSIP Number:

 

868587 10 6

 

Item 3.     If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

  (a)   q   Broker or Dealer registered under Section 15 of the Act
  (b)   q   Bank as defined in section 3(a) (6) of the Act
  (c)   q   Insurance Company as defined in section 3(a) (19) of the Act
  (d)   q   Investment Company registered under section 8 of the Investment Company Act
  (e)   q   Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
  (f)   q   An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F)
  (g)   q   Parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G)
  (h)   q   A saving association as defined in Section 3(b) of the Federal Deposit Insurance Act
  (i)   q   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)   q   Group, in accordance with Section 240.13d-1(b)(ii)(J)

 

Not applicable.

 

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: 1,828,009 shares of Common Stock

 

  (b)   Percent of class: 5.4%. The calculation of percentage of beneficial ownership was derived from the Issuer’s Quarterly Report on Form 10-Q for the period ending September 30, 2002, filed with

 

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  the Commission on November 14, 2002, in which the Issuer stated that the number of shares of Common Stock   outstanding as of November 14, 2002 was 33,697,384.

 

  (c)   Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: 1,628,009 shares, which includes 285,895 shares beneficially owned  pursuant to stock options exercisable within 60 days of December 31, 2002.

 

(ii) Shared power to vote or to direct the vote: 200,000 shares, all of which are directly held by SDK Limited  Partnership. Mr. Dale is a general partner of SDK Limited Partnership.

 

(iii) Sole power to dispose or to direct the disposition of: 1,628,009 shares, which includes 285,895 shares beneficially  owned pursuant to stock options exercisable within 60 days of December 31, 2002.

 

(iv) Shared power to dispose or to direct the disposition of: 200,000 shares, all of which are directly held by SDK  Limited Partnership. Mr. Dale is a general partner of SDK Limited Partnership.

 

Item 5.

 

Ownership of Five Percent or Less of a Class

 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Item 6.

 

Ownership of More than Five Percent on Behalf of Another Person

   

Not applicable.

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

   

Not applicable.

Item 9.

 

Notice of Dissolution of Group

   

Not applicable.

Item 10.

 

Certifications

   

Not applicable.

 

 

 

 

 

 

 

 

 

 

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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 14, 2003

 

           

By

 

/S/    SCOTT W. DALE        

               
               

Scott W. Dale

 

 

 

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