0000904454-16-001453.txt : 20160928 0000904454-16-001453.hdr.sgml : 20160928 20160927180641 ACCESSION NUMBER: 0000904454-16-001453 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160928 DATE AS OF CHANGE: 20160927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ID SYSTEMS INC CENTRAL INDEX KEY: 0000049615 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 223270799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58109 FILM NUMBER: 161905375 BUSINESS ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 2019969000 MAIL ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emancipation Management LLC CENTRAL INDEX KEY: 0001478861 IRS NUMBER: 020700892 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 605-0661 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_092716-idsystems.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
ID Systems, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
449489103
(CUSIP Number)
 
 
Mr. Charles Frumberg
Emancipation Capital
825 Third Avenue
New York, New York 10022
(212) 605-0661
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 26, 2016
(Date of Event which Requires
Filing of this Schedule)
 
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X]
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

--------------------------
* 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).
 
     
 
 
 
1
NAME OF REPORTING PERSONS
Emancipation Management LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 
3
SEC USE ONLY
  
 
4
SOURCE OF FUNDS
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH
7
SOLE VOTING POWER
- 0 -
 
8
SHARED VOTING POWER
1,564,182 shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
1,564,182 shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,564,182 shares of Common Stock
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
11.3%
 
14
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
 
 
  
     
 
1
NAME OF REPORTING PERSONS
Emancipation Capital Master, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH
7
SOLE VOTING POWER
- 0 -
8
SHARED VOTING POWER
753,910 shares of Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
753,910 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
753,910 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.5%
14
TYPE OF REPORTING PERSON
CO
 
 
 
 
 
 
 
 
1
NAME OF REPORTING PERSONS
Emancipation Capital SPV IV LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH
7
SOLE VOTING POWER
- 0 -
8
SHARED VOTING POWER
525,488 shares of Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
525,488 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
525,488 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.8%
14
TYPE OF REPORTING PERSON
OO
 
 
 
 
 

 
 
 
1
NAME OF REPORTING PERSONS
Emancipation Capital LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
 
3
SEC USE ONLY
  
 
4
SOURCE OF FUNDS
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH
7
SOLE VOTING POWER
- 0 -
 
8
SHARED VOTING POWER
525,488 shares of Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
525,488 shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
525,488 shares of Common Stock
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.8%
 
14
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
 
   
       
 


1
NAME OF REPORTING PERSONS
Charles Frumberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH
7
SOLE VOTING POWER
- 0 -
8
SHARED VOTING POWER
1,564,182 shares of Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
1,564,182 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,564,182 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
11.3%
14
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
 
       
 
AMENDMENT NO. 2 TO SCHEDULE 13D
 
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 28, 2015 and Amendment No. 1 thereto filed with the Securities and Exchange Commission on March 9, 2016 (as so amended, the "Schedule 13D") with respect to Common Stock of the Issuer.  Terms previously defined in the Schedule 13D are used herein as so defined.
 
Item 2.
IDENTITY AND BACKGROUND.
 
Item 2(a) is hereby supplemented to (i) include Emancipation Capital SPV IV LLC, a Delaware limited liability company ("SPV IV"), as a Reporting Person, filing with respect to the shares of Common Stock directly held by it, (ii) include Emancipation Capital LLC, a Delaware limited liability company ("Capital"), as a Reporting Person, filing with respect to the shares of Common Stock directly held by SPV, and (iii) state that both of Emancipation Management and Mr. Frumberg are filing with respect to the shares of Common Stock directly held by SPV IV.
Item 2(c) is hereby supplemented to state that the principal business of SPV IV is investing in securities.  Capital serves as managing member of SPV IV. Mr. Frumberg serves as managing member of Capital.
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
Item 3 is hereby amended to state that as of September 26, 2016 the Reporting Persons used a total of $8,113,096.16 in the aggregate to acquire the shares of Common Stock held by Emancipation Master Ltd., the Managed Account and SPV IV reported herein.  The shares of Common Stock directly held by Emancipation Master Ltd. and the Managed Account and a portion of the shares of Common Stock directly held by SPV IV were acquired with investment funds in accounts under management.  The remainder of the shares of Common Stock directly held by SPV IV were acquired from a non-affiliated third party in exchange for membership interests in SPV IV.
Item 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
The following paragraphs of Item 5 are hereby amended and restated to read in their entirety as follows:
(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 2 to Schedule 13D.  Percentage ownership is based on 13,807,433 shares of Common Stock outstanding as of August 9, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2016, as filed with the the Securities and Exchange Commission on August 12, 2016.
 (c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth below.  All such transactions were effectuated by SPV IV, in the open market through a broker, except that the transaction effected on September 26, 2016 was an in kind transaction in exchange for membership interests in SPV IV.


Trade Date
Number of Shares Purchased
Price Per Share (excluding commissions, if any)
08/29/2016
6,700
$5.03
08/31/2016
3,400
$5.19
09/06/2016
10,000
$5.07
09/09/2016
4,000
$4.93
09/14/2016
12,600
$4.90
09/15/2016
12,000
$4.98
09/20/2016
22,565
$4.99
09/21/2016
40,000
$5.00
09/26/2016
414,223
$5.01

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 2 – Amended and Restated Joint Filing Agreement, dated September 26, 2016 (amends and restates the Joint Filing Agreement, dated July 28, 2015, filed as Exhibit 1 to the Schedule 13D)

SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: September 27, 2016
 
Emancipation Management LLC
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 
 
 
 
 
 
 
Emancipation Capital Master, Ltd.
 
 
 
By:
/s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Director
 
 
 
Emancipation Capital SPV IV LLC
 
By Emancipation Capital LLC, its managing member
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 
 
 
Emancipation Capital LLC
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 
 

 
/s/ Charles Frumberg
 
 
Charles Frumberg
 
 
 
 
EXHIBIT 2
 
Amended and Restated Joint Filing Agreement, dated September 27, 2016
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing Amendment No. 2 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
Date: September 27, 2016
 
Emancipation Management LLC
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 
 
 
 
 
 
 
Emancipation Capital Master, Ltd.
 
 
 
By:
/s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Director
 
 
 
Emancipation Capital SPV IV LLC
 
By Emancipation Capital LLC, its managing member
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 
 
 
Emancipation Capital LLC
 
 
 
By:
 /s/ Charles Frumberg
 
 
Name:
Charles Frumberg
 
 
Title:
Managing Member
 


 
/s/ Charles Frumberg
 
 
Charles Frumberg