SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Qumu Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

749063103

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 18, 2019

(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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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. 749063103

	1	NAME OF REPORTING PERSON
			DOLPHIN LIMITED PARTNERSHIP III, L.P. (“Dolphin III”)
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					605,500
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					605,500
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			605,500
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.1%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP NO. 749063103

	1	NAME OF REPORTING PERSON
			DOLPHIN ASSOCIATES III, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					605,500
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					605,500
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			605,500
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.1%
	14	TYPE OF REPORTING PERSON
			OO

3

CUSIP NO. 749063103

	1	NAME OF REPORTING PERSON
			DOLPHIN HOLDINGS CORP. III
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					605,500
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					605,500
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			605,500
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.1%
	14	TYPE OF REPORTING PERSON
			CO

4

CUSIP NO. 749063103

	1	NAME OF REPORTING PERSON
			DONALD T. NETTER
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					605,500
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					605,500
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			605,500
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.1%
	14	TYPE OF REPORTING PERSON
			IN

5

CUSIP NO. 749063103

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

Of the 605,500 Shares beneficially owned by Dolphin III, (i) 560,500 Shares were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, and (ii) an aggregate of 45,000 Shares were issued to Mr. Netter, and subsequently transferred to Dolphin III for no consideration, pursuant to the Partnership Agreement, upon the vesting of restricted stock units that were awarded to Mr. Netter while he was a director of the Issuer from July 2015 until May 2018. The aggregate purchase cost of the 560,500 Shares is approximately $3,683,662, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 18, 2019, the Reporting Persons delivered a revised letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”) reiterating several concerns set forth in a four-page letter, dated September 24, 2019, previously delivered by the Reporting Persons to the Chairman of the Board. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 9,908,782 shares outstanding, as of August 23, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on August 26, 2019.

As of the date hereof, the Reporting Persons collectively own an aggregate of 605,500 Shares, constituting approximately 6.1% of the Shares outstanding.

As of the date hereof, Dolphin III owns 605,500 Shares, constituting approximately 6.1% of the Shares outstanding. As the general partner of Dolphin III, Dolphin Associates III may be deemed to beneficially own the 605,500 Shares owned by Dolphin III, constituting approximately 6.1% of the Shares outstanding. As the managing member of Dolphin Associates III, Dolphin Holdings Corp. III may be deemed to beneficially own the 605,500 Shares owned by Dolphin III. In addition to his pecuniary interest in Dolphin III, as the Senior Managing Director of Dolphin Holdings Corp. III, Mr. Netter may be deemed to beneficially own the 605,500 Shares owned by Dolphin III.

6

CUSIP NO. 749063103

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for the purposes of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

Exhibit 99.1 Letter to the Board of Directors, dated October 18, 2019.

7

CUSIP NO. 749063103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2019	DOLPHIN LIMITED PARTNERSHIP III, L.P.
	By:	Dolphin Associates III, LLC General Partner
	By:	Dolphin Holdings Corp. III Managing Member
	By:	/s/ Donald T. Netter
		Donald T. Netter Senior Managing Director

DOLPHIN ASSOCIATES III, LLC
By:	Dolphin Holdings Corp. III Managing Member
By:	/s/ Donald T. Netter
	Donald T. Netter Senior Managing Director

DOLPHIN HOLDINGS CORP. III
By:	/s/ Donald T. Netter
	Donald T. Netter Senior Managing Director

/s/ Donald T. Netter

DONALD T. NETTER

8

EX-99.1

Exhibit 99.1

Dolphin Limited Partnership III, L.P.

Via Email and Federal Express – signature required October 18, 2019

Board of Directors

Qumu Corporation

510 1^st Avenue North, Suite 305

Minneapolis, MN 55403

Re: October 15, 2019 letter, revised from Qumu responses

Gentlemen:

As you know, Dolphin Limited Partnership III, L.P. (“Dolphin”), a long term holder with approximately 6.1% of the outstanding common stock of Qumu Corporation (“Qumu” or the “Company”) sent a four-page letter dated September 24, 2019 to Qumu’s Chairman and requested its delivery to the Company’s board of directors (the “Board”).

The letter centered around (i) Dolphin requesting the current five member Board (with $27.0 million of 2019 revenue guidance) not to expand until certain definitive determinations were made, (ii) Dolphin indicating generally that a transaction with a financial acquiror would not yield the best result for shareholders, (iii) Dolphin emphasizing the escalating cost of the 2011, $52 million cash and stock purchase, together with further substantial investment, now aggregating and estimated to be approximately $130 million, net (Dolphin believes Qumu expended approximately $77 million of cash, net and net assets that were later converted to cash since December 31, 2013, together with the $52 million purchase; this appears to have been offset by cash flow from the Disc Publishing segment until its sale in 2014) pertaining to the video content management software business, (iv) when Dolphin did not have a director on the Board, the Board having presided over expending what we believe to be approximately $50 million from December 2013 to June 2015 and (v) with the December 2017 addition of two directors sponsored by or affiliated with a different large shareholder group, the subsequent further reduction of net cash (cash and equivalents less debt and financing obligations) to what appears to be approximately $3.3 million as of June 30, 2019. When Dolphin filed its initial Schedule 13D in 2013, it appears Qumu had approximately $9.25 per share in cash, assets and investments later converted to cash. Dolphin notes that its financial terminology contained herein and in its September 24, 2019 letter may not correspond to the Company’s financial terminology.

Dolphin also recommended that the Board quickly examine whether it can grow revenue and profits after eight years of further development and investment in the video content management software business, or expeditiously pursue other pathways, including partnering with another operating company, and given the dynamic changes in the technology environment in the last couple of years.

Page 2 of 2
Board of Directors
Qumu Corporation
October 18, 2019

Dolphin is seeking a near-term, continuing, expansive dialogue with the Board regarding the above and expects to keep shareholders appropriately advised. As you know, Dolphin had a director on the Board from March 18, 2013 to December 31, 2013 and a separate director on the Board from July 22, 2015 (which was preceded by dialogue between Dolphin, the Board and their respective counsels and an agreement among principals) to May 10, 2018. During the second span, the Company, among other initiatives, cut approximately $25.0 million of annual run rate expenses to near cash flow break even. In addition, in Dolphin’s September 24, 2019 letter, it requested that the Board indicate to Dolphin’s counsel if it believed there were any material factual inaccuracies in its letter, as it intends to make such letter public. Prior to and on October 17, 2019, the Company responded to Dolphin’s concerns regarding the Board and Dolphin’s request for comment in its October 15, 2019 letter. Dolphin believes this revised letter reasonably reflects the Company’s response to its October 15, 2019 letter.

Dolphin has had a longstanding relationship with the Company, including representation on the Board, and remains a sizable shareholder. Dolphin looks forward to the Company’s 2019 third quarter operating report, year-end guidance and a near term resolution to generate value for all shareholders.

Sincerely,

/s/ Donald T. Netter

Donald T. Netter

Senior Manager

cc: Michael R. Neidell, Olshan Frome Wolosky LLP