UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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drugstore.com, inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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262241102
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(CUSIP Number)
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Michael R. Murphy
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Discovery Group I, LLC
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191 North Wacker Drive
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Suite 1685
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Chicago, Illinois 60606
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Telephone Number: (312) 265-9600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 24, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 262241102
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1.
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Names of Reporting Persons.
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
None.
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
None.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 262241102
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1.
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Names of Reporting Persons.
Discovery Group I, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
None.
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
None.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 262241102
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1.
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Names of Reporting Persons.
Daniel J. Donoghue
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
None.
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
None.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 262241102
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1.
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Names of Reporting Persons.
Michael R. Murphy
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
None.
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
None.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of drugstore.com, inc., a Delaware corporation (the “Company”), which has its principal executive offices at 411 108th Avenue NE, Suite 1400, Bellevue, WA 98004. This Amendment No. 6 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on February 19, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 30, 2009, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on March 17, 2010, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on August 23, 2010, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on November 4, 2010 and Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on November 22, 2010 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 6, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 6
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby deleted because the Reporting Persons own no shares of the Common Stock.
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Item 5
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Interests in the Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Persons own no shares of the Common Stock and do not have voting or dispositive power with respect to any shares of the Common Stock.
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on March 24, 2011.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
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There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 6 included as Exhibit 2 to this Amendment No. 6, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 6.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
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Exhibit 2: Joint Filing Agreement dated as of March 28, 2011 by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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March 28, 2011
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Date
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DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
By: Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Mark Buckley
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Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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Exhibit 1
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List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding
this filing.
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Exhibit 2
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Joint Filing Agreement dated as of March 28, 2011, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3
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Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4
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Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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Date
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Type
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Price
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Shares
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3/24/20111
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Sale
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$3.7990
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10,240,763
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DISCOVERY GROUP I, LLC
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for itself and as general partner of
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DISCOVERY EQUITY PARTNERS, L.P.
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By
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Michael R. Murphy*
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Michael R. Murphy
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Managing Member
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Daniel J. Donoghue* | |||
Daniel J. Donoghue | |||
Michael R. Murphy* | |||
Michael R. Murphy | |||
*By:
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/s/ Mark Buckley
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Mark Buckley
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Attorney-in-Fact for Daniel J. Donoghue
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Attorney-in-Fact for Michael R. Murphy
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/s/ Daniel J. Donoghue
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Daniel J. Donoghue
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STATE OF ILLINOIS
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)
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) SS.
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COUNTY OF COOK
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)
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/s/ Kareema M. Cruz
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Notary Public
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/s/ Michael R. Murphy
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Michael R. Murphy
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STATE OF ILLINOIS
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)
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) SS.
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COUNTY OF COOK
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)
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/s/ Kareema M. Cruz
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Notary Public
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