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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.
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This constitutes a late filing.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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ESW Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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964,438 (1)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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964,438 (1)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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964,438 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.1% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Joseph A. Liemandt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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964,438 (1)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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964,438 (1)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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964,438 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.1% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN/HC
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(1) |
964,438 shares are held directly by ESW Capital, LLC (“ESW”). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.
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(2) |
Based upon 5,058,601 shares of common stock of the issuer as of March 31, 2019, as reported in the issuer’s
Form 10-K/A filed on April 29, 2019.
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(a) |
Name of Issuer:
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(b)
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Address of Issuer’s Principal Executive Offices:
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(a) |
Name of Person Filing:
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(1) |
ESW Capital, LLC
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(2) |
Joseph A. Liemandt
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(b) |
Address of Principal Business Office or, if None, Residence:
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(1) |
ESW Capital, LLC
401 Congress Avenue, Suite 2650 Austin, TX 78701 |
(2) |
Joseph A. Liemandt
401 Congress Avenue, Suite 2650 Austin, TX 78701 |
(c) |
Citizenship:
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(1) |
ESW Capital, LLC is a Delaware limited liability company.
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(2) |
Joseph A. Liemandt is a U.S. citizen.
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(d) |
Title and Class of Securities:
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(e) |
CUSIP No.: 111412706
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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(a) |
Amount Beneficially Owned:
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(b) |
Percent of Class:
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote:
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(iii) |
Sole power to dispose or to direct the disposition of:
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(iv) |
Shared power to dispose or to direct the disposition of:
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Reporting Date
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Position
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Percentage
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December 31, 2016
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964,438
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19.5%(1)
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December 31, 2017
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964,438
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19.3%(2)
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December 31, 2018
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964,438
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19.1%
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(1)
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Based upon 4,948,488 shares of common stock of the issuer as of October 31, 2016, as reported in the issuer’s Form 10-Q filed on November 10, 2016
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(2)
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Based upon 4,989,809 shares of common stock of the issuer as of October 31, 2017, as reported in the issuer’s Form 10-Q filed on November 13, 2017
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