SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 13)[1]
| Concurrent Computer Corporation | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.01 per share | ||
| (Title of Class of Securities) | ||
| 206710402 | ||
| (CUSIP Number) | ||
|
Julian Singer, 2200 Fletcher Avenue, Suite 501, Fort Lee, NJ 07024, Tel: (201) 592-3400 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| October 26, 2017 | ||
| (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 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.
(Continued on following pages)
Page 1 of 8 pages
___________
[1] 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 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. | 206710402 |
13D/A13 |
Page 2 of 8 |
|
1 |
NAME OF REPORTING PERSON
| |
| Julian Singer | ||
|
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I |
[ ] |
| |||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| United States | ||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER | ||||
| 1,753,331 | ||||||
|
8 |
SHARED VOTING POWER | |||||
| 0 | ||||||
|
9 |
SOLE DISPOSITIVE POWER | |||||
| 1,753,331 | ||||||
|
10 |
SHARED DISPOSITIVE POWER | |||||
| 0 | ||||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 1,753,331 | ||||||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
[ ] |
| |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
| 17.7% | ||||||
|
14 |
TYPE OF REPORTING PERSON* | |||||
| IN | ||||||
| CUSIP No. | 206710402 |
13D/A13 |
Page 3 of 8 |
|
1 |
NAME OF REPORTING PERSON
| |
| JDS1, 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I |
[ ] |
| |||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| Delaware | ||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER | ||||
| 1,753,331[2] | ||||||
|
8 |
SHARED VOTING POWER | |||||
| 0 | ||||||
|
9 |
SOLE DISPOSITIVE POWER | |||||
| 1,753,331[3] | ||||||
|
10 |
SHARED DISPOSITIVE POWER | |||||
| 0 | ||||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 1,753,331 | ||||||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
[ ] |
| |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
| 17.7% | ||||||
|
14 |
TYPE OF REPORTING PERSON* | |||||
| OO | ||||||
___________
[2] Mr. Singer has sole voting power with respect to all shares held by JDS1.
[3] Mr. Singer has sole dispositive power with respect to all shares held by JDS1.
SCHEDULE 13D/A13
This constitutes Amendment No. 13 (the “Amendment No. 13”) to the statement on Schedule 13D filed on behalf of Julian Singer, dated and filed February 16, 2016 (as amended, the “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of Concurrent Computer Corporation (the “Issuer”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
| Item 4. | Purpose of the Transaction |
Item 4 of the Statement is hereby amended to add the following:
The purpose of this filing is to report that, as reported by the Issuer on October 26, 2017, on October 26, 2017, the Reporting Person was given a Consent and Limited Waiver (attached as Exhibit 10.1 to that certain Form 8k filed by the Issuer on October 26, 2017) (the “Consent and Limited Waiver”). The Consent and Limited Waiver provides that so long as (i) the Reporting Person, JDS1, LLC and their affiliates and associates collectively beneficially own no more than 24.9% of the outstanding shares of the Issuer and (ii) any acquisition of the common stock of the Issuer by the Reporting Person, JDS1, LLC and their affiliates and associates would not reasonably be expected to actually limit the Issuer’s ability to utilize the Issuer’s net operating loss carryforwards under applicable United States, state or foreign tax laws, the Issuer shall not deem the Reporting Person, JDS1, LLC and their affiliates and associates to have effected a Prohibited Transfer as that term is defined in the Issuer’s Restated Certificate of Incorporation.
Except as described above in this Item 4 and herein, Mr. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Mr. Singer reserves the right to change plans and take any and all actions that Mr. Singer may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by him, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Mr. Singer in light of his general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Mr. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated as follows:
The aggregate percentage of shares of Common Stock reported owned is based upon 9,894,103 shares of Common Stock outstanding as reported in the Issuer’s Form 10-K filed on September 20, 2017.
A. JDS1, LLC
(a) As of the date hereof, JDS1 beneficially owns 1,753,331 shares of Common Stock, which shares are held directly by JDS1.
Percentage: Approximately 17.7%
(b) 1. Sole power to vote or direct vote: 1,753,331 [4]
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,753,331 [5]
4. Shared power to dispose or direct the disposition: 0
(c) The following table details the transactions effected by JDS1 in the past 60 days that have not been previously reported:
| Date of Transaction | Number of Shares Purchased | Price Per Share |
| November 1, 2017 | 29,938 | $6.218 |
| November 1, 2017 | 11,500 | $6.22 |
| Date of Transaction | Number of Put Options Sold[6] | Exercise Price |
| October 27, 2017 | 5,000 | $5.00 |
| October 30, 2017 | 30,000 | $7.50 |
| October 31, 2017 | 10,000 | $7.50 |
| November 1, 2017 | 20,000 | $7.50 |
B. Mr. Singer
(a) As of the date hereof, Mr. Singer, as the managing member of JDS1, beneficially owns 1,753,331 shares of Common Stock held by JDS1.
Percentage: Approximately 17.7%
(b) 1. Sole power to vote or direct vote: 1,753,331
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,753,331
4. Shared power to dispose or direct the disposition: 0
___________
[4] See FN 2.
[5] See FN 3.
[6] The number of put Options reflected is expressed in the number of underlying Shares subject to such Option.
(c) The following table details the transactions effected by Mr. Singer in the past 60 days, that have not been previously reported:
| Date of Transaction | Number of Shares Purchased | Price Per Share |
| November 1, 2017 | 29,938 | $6.218 |
| November 1, 2017 | 11,500 | $6.22 |
| Date of Transaction | Number of Put Options Sold[7] | Exercise Price |
| October 27, 2017 | 5,000 | $5.00 |
| October 30, 2017 | 30,000 | $7.50 |
| October 31, 2017 | 10,000 | $7.50 |
| November 1, 2017 | 20,000 | $7.50 |
As of the date hereof, the Reporting Person beneficially owns an aggregate of 1,753,331 shares of Common Stock, constituting approximately 17.7% of the Shares outstanding.
(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Statement is hereby amended to add the following:
JDS1 is a party to the Voting Agreement.
JDS1 is a party to the following put options (the “Options”) with respect to the Shares. With respect to each of the Options, the counterparty to the Option has, until the relevant expiration date, the exclusive right to cause JDS1 to purchase the underlying Shares at the relevant exercise price.
___________
[7] The number of put Options reflected is expressed in the number of underlying Shares subject to such Option.
| Number of Underlying Shares | Exercise Price | Expiration Date |
| 25,000 | $5.00 | 12/15/2017 |
| 50,000 | $7.50 | 3/16/18 |
| 20,000 | $7.50 | 3/16/18 |
| 42,300 | $7.50 | 3/16/18 |
| 500,000 | $5.00 | 3/16/18 |
| 5,000 | $5.00 | 6/15/18 |
| 30,000 | $7.50 | 6/15/18 |
| 10,000 | $7.50 | 6/15/18 |
| 20,000 | $7.50 | 6/15/18 |
The Reporting Person does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to the securities of the Issuer other than the Voting Agreement and the Options.
| Item 7. | Materials to Be Filed as Exhibits. |
Exhibit 99.1 Consent and Limited Waiver to Board Representation and Standstill Agreement, dated as of October 26, 2017
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: November 2, 2017
JDS1, LLC
By: /s/ Julian Singer
Name: Julian Singer
Title: Managing Member
Exhibit 99.1
CONSENT AND LIMITED WAIVER TO BOARD REPRESENTATION AND STANDSTILL AGREEMENT
This Consent and Limited Waiver to the Board Representation and Standstill Agreement is delivered by Concurrent Computer Corporation, a Delaware corporation (the “Company”), on October 26, 2017 to JDS1, LLC, a Delaware limited liability company (the “Investor”) and Julian D. Singer, in his individual capacity (the “Investor Affiliate,” and together with the Investor, the Investor Affiliate, and the Affiliates and Associates of each of the foregoing, the “Investor Group”). Capitalized terms used but not defined herein shall have the meanings set forth in the Board Representation and Standstill Agreement dated as of August 29, 2016 by and among the Company, the Investor, Investor Affiliate, and Wayne Barr in his individual capacity (the “Standstill Agreement”).
The Company acknowledges receipt of a request from the Investor and the Investor Affiliate to permit the Investor Group to acquire additional shares of Common Stock of the Company in an amount that may result in the Investor Group’s beneficial ownership of up to 24.9% of the outstanding shares of Common Stock of the Company. The Company hereby consents to the Investor Group’s acquisition of such additional shares of Common Stock and agrees that in the performance of its obligations under Section 4.2(a) of the Standstill Agreement, the Company shall not deem the Investor, Investor Affiliate or any of their respective Affiliates or Associates to have effected a “Prohibited Transfer” as defined in the Company’s Restated Certificate of Incorporation, so long as (i) the Investor, the Investor Affiliate, and any of their respective Affiliates or Associates collectively beneficially own no more than 24.9% of the outstanding shares of Common Stock of the Company and (ii) any acquisition of Common Stock by the Investor; the Investor Affiliate or any of their respective Affiliates or Associates would not reasonably be expected to actually limit the Company’s ability to utilize the NOLs.
Except as expressly set forth in this Consent and Limited Waiver, the Company reserves all rights set forth in the Standstill Agreement.
[Signature Page Follows]
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| CONCURRENT COMPUTER CORPORATION’ | ||
| By: | /s/ Derek Elder | |
| Name: | Derek Elder | |
| Title: | President and Chief Executive Officer | |
ACKNOWLEDGED BY:
JDSl, LLC
By: /s/ Julian Singer
Name: Julian Singer
Title: Manager
JULIAN D. SINGER
/s/ Julian Singer
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