0001011438-12-000350.txt : 20121129 0001011438-12-000350.hdr.sgml : 20121129 20121129170228 ACCESSION NUMBER: 0001011438-12-000350 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC LEARNING CORP CENTRAL INDEX KEY: 0001042173 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943234458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58137 FILM NUMBER: 121232442 BUSINESS ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: STE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 BUSINESS PHONE: 5104443500 MAIL ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: SUITE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 IRS NUMBER: 201151760 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 909-6431 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 form_sc13ga-scientific.htm form_sc13ga-scientific.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Scientific Learning Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

808760102
(CUSIP Number)

November 21, 2012
(Date of Event which Requires Filing
of this Statement)

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


[X]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
[   ]
 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 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).

Continued on following pages
Page 1 of 6 Pages


 
 

 

CUSIP NO. 808760102
Page 2 of 6 Pages


1.
Names of Reporting Persons

NANTAHALA CAPITAL MANAGEMENT, 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

MASSACHUSETTS

 
5.
Sole Voting Power
Number of
Shares
 
2,459,080
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
2,459,080
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,459,080

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


10.22%

12.
Type of Reporting Person (See Instructions)

IA




 
 

 

CUSIP NO. 808760102
Page 3 of 6 Pages


Item 1(a).
Name of Issuer:
   
 
Scientific Learning Corporation (the “Issuer”).
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
300 Frank H. Ogawa Plaza, Suite 600
Oakland, CA 94612-2040
   
Item 2(a).
Name of Person Filing
   
 
Nantahala Capital Management, LLC.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of the Reporting Person is 100 First Stamford Place, 2nd Floor, Stamford, CT 06902.

Item 2(c).
Citizenship:
   
 
The Reporting Person is a Massachusetts limited liability company.
   
Item 2(d).
Title of Class of Securities:
 
 
Common Stock (the “Shares”).
 
Item 2(e).
CUSIP Number:
   
 
808760102

 
 

 

CUSIP NO. 808760102
Page 4 of 6 Pages


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:
 
 
The Reporting Person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
 
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,459,080 Shares, which includes (A) 1,765,453 Shares, and (B) 693,627 Shares issuable upon the exercise of warrants.  A fund for which the Reporting Person makes voting and investment decisions owns 1,251,342 Shares, which includes (A) 934,716 Shares, and (B) 316,626 Shares issuable upon the exercise of warrants.
   
Item 4(b).
Percent of Class:
   
 
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 10.22% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10-Q filed November 14, 2012, there were 23,367,585 Shares outstanding as of November 8, 2012 in addition to the 693,627 Shares issuable upon exercise of the warrants).  A fund for which the Reporting Person makes voting and investment decisions owns 5.20% of the total number of Shares outstanding.
   
Item 4(c).
Number of shares as to which such person has:
   

 
Nantahala Capital Management, LLC
 
 
(i)
Sole power to vote or direct the vote
2,459,080
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
2,459,080
 
(iv)
Shared power to dispose or to direct the disposition of
0




 
 

 

CUSIP NO. 808760102
Page 5 of 6 Pages




Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
This Item 6 is not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.


 
 

 

CUSIP NO. 808760102
Page 6 of 6 Pages


SIGNATURES

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




Date:  November 29, 2012
NANTAHALA CAPITAL MANAGEMENT, LLC
   
 
By:          /s/ Wilmot B. Harkey
 
Wilmot B. Harkey
 
Managing Member