0000914760-15-000044.txt : 20150213 0000914760-15-000044.hdr.sgml : 20150213 20150213150811 ACCESSION NUMBER: 0000914760-15-000044 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Borderfree, Inc. CENTRAL INDEX KEY: 0001277141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88623 FILM NUMBER: 15613267 BUSINESS ADDRESS: STREET 1: SUITE 1902 STREET 2: 555 8TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122993500 MAIL ADDRESS: STREET 1: 55 W. 39TH ST STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: FiftyOne, Inc. DATE OF NAME CHANGE: 20100512 FORMER COMPANY: FORMER CONFORMED NAME: E4X INC DATE OF NAME CHANGE: 20040121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS STREET PARTNERS LLC CENTRAL INDEX KEY: 0001193586 IRS NUMBER: 364395178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: ONE NORTH WACKER DRIVE STREET 2: STE 2200 CITY: CHICAGO STATE: IL ZIP: 60606-2807 SC 13G 1 a80238_sc13gborderfree.htm BORDERFREE, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

________________________________

Borderfree, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)


09970L100
(CUSIP Number)

December 31, 2014

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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. 09970L100

1

NAMES OF REPORTING PERSONS

Adams Street Partners, LLC

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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

5,526,852

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

5,526,852

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,526,852

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.373%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

       
 
 

 

CUSIP No. 09970L100

1

NAMES OF REPORTING PERSONS

Adams Street V, L.P.

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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

2,763,426

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

2,763,426

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,763,426

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.7%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 
 

 

CUSIP No. 09970L100

1

NAMES OF REPORTING PERSONS

BVCF IV, L.P.

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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

2,763,426

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

2,763,426

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,763,426

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.7%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 
 

 

Item 1(a) Name of issuer: Borderfree, Inc.

Item 1(b) Address of issuer’s principal executive offices:

292 Madison Avenue, 5th Floor, New York, NY 10017

2(a) Name of person filing:

1. Adams Street Partners, LLC

2. Adams Street V, L.P.

3. BVCF IV, L.P.

 

2(b) Address or principal business office or, if none, residence:

For all filing persons listed in 2(a) above: One North Wacker Drive, Suite 2200, Chicago, Illinois 60606

2(c) Citizenship:

 

1. Adams Street Partners, LLC: Delaware

2. Adams Street V, L.P.: Delaware

3. BVCF IV, L.P.: Delaware

 

2(d) Title of class of securities:

Common Stock

2(e) CUSIP No.:

09970L100

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

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. Adams Street Partners, LLC: 5,526,852 (total number of shares of common stock of issuer held indirectly through the funds listed below.)
2. Adams Street V, L.P.: 2,763,426
3. BVCF IV, L.P.: 2,763,426

 

(b) Percent of class:

1. Adams Street Partners, LLC: 17.4% (total number of shares of common stock of issuer held indirectly through the funds listed below.)
2. Adams Street V, L.P.: 8.7%
3. BVCF IV, L.P.: 8.7%

 

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

 
 

 

 

(i) Sole power to vote or to direct the vote:

1. Adams Street Partners, LLC: 5,526,852 (total number of shares of common stock of issuer held indirectly through the funds listed below.)
2. Adams Street V, L.P.: 2,763,426
3. BVCF IV, L.P.: 2,763,426
   

(ii) Shared power to vote or to direct the vote: 0 (for all filing persons)

(iii) Sole power to dispose or to direct the disposition of:

1. Adams Street Partners, LLC: 5,526,852 (Total number of Ordinary Shares held indirectly through the funds listed below.)
2. Adams Street V, L.P.: 2,763,426
3. BVCF IV, L.P.: 2,763,426

 

(iv) Shared power to dispose or to direct the disposition of: 0 (for all filing persons)

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d–3(d)(1).

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ¨.

NOT APPLICABLE

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

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. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identification of the relevant subsidiary.

NOT APPLICABLE

Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to §240.13d–1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identity of each member of the group.

Adams Street V, L.P. is the record owner of 2,763,426 shares of common stock of the Issuer. BVCF IV, L.P. is the record owner of 2,763,426 shares of common stock of the Issuer. The shares of common stock owned by Adams

 
 

 

Street V, L.P. and BVCF IV, L.P. (the “Shares”) may be deemed to be beneficially owned by Adams Street Partners, LLC, the general partner of each of Adams Street V, L.P. and BVCF IV, L.P. David Brett, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh, each of whom is a partner of Adams Street Partners, LLC (or subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and David Brett, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Sachin Tulyani, Craig D. Waslin, and David S. Welsh disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

NOT APPLICABLE

Item 10. Certifications

NOT APPLICABLE

 
 

 

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.

Date: February 12, 2015

 

ADAMS STREET PARTNERS, LLC
   
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President
 
ADAMS STREET V, L.P.
   
By: Adams Street Partners, LLC, its General Partner
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President
 
BVCF IV, L.P.
   
By: Adams Street Partners, LLC, its General Partner
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President
 

 

 
 

 

EXHIBIT 1

AGREEMENT TO MAKE A JOINT FILING

The undersigned hereby agree that this Schedule 13G is filed by and on behalf of each of them.

Date: February 12, 2015

 

ADAMS STREET PARTNERS, LLC
   
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President
 
ADAMS STREET V, L.P.
   
By: Adams Street Partners, LLC, its General Partner
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President
 
BVCF IV, L.P.
   
By: Adams Street Partners, LLC, its General Partner
By:

/s/ Timothy R.M. Bryant

Name: Timothy R.M. Bryant
Title: Vice President