-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eqozvl9Nwxu935EB6qA+IIS15JB4o9rAty8FlTwqbDF5/MNNL/+Rspr5ZaUZs+Kt uGHH/IsyWn6XHdZTii4JEQ== 0000921530-05-000149.txt : 20050214 0000921530-05-000149.hdr.sgml : 20050214 20050214172240 ACCESSION NUMBER: 0000921530-05-000149 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: ERIC SEMLER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVENUE NETWORKS INC CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49879 FILM NUMBER: 05612687 BUSINESS ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 434 220 4988 MAIL ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED RADIO TELECOM CORP DATE OF NAME CHANGE: 19960503 SC 13G/A 1 firstave_13ga1-semler.htm AMENDMENT NO. 1

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

SCHEDULE 13G

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

FIRST AVENUE NETWORKS, INC.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

31865X106
(CUSIP Number)

December 31, 2004
(Date of Event which Requires Filing
of this Statement)

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

[  ]        Rule 13d-1(b)
[X]        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

SCHEDULE 13G

CUSIP No. 31865X106 Page 2 of 6 Pages


1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

ERIC SEMLER

2 Check the Appropriate Box If a Member of a Group (See Instructions)

a.     [   ]
b.     [X]

3 SEC Use Only

4 Citizenship or Place of Organization

UNITED STATES

Number of
  Shares
Beneficially
  Owned By
    Each
Reporting
    Person
    With 		5
    

6
    

7
    

8
     		Sole Voting Power
         1,775,200

Shared Voting Power
         0

Sole Dispositive Power
         1,775,200

Shared Dispositive Power
         0

9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,775,200

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)

8.34%

12 Type of Reporting Person (See Instructions)

IN; HC

Page 3 of 6 Pages

Item 1(a) Name of Issuer:

First Avenue Networks, Inc. (the “Issuer”)

Item 1(b) Address of the Issuer’s Principal Executive Offices:

230 Court Square, Suite 202, Charlottesville, VA 22902

Item 2(a) Name of Person Filing:

                         The Statement is filed on behalf of Mr. Eric Semler (“Mr. Semler”).

                         This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital International, Ltd., a Cayman Islands exempted company (“TCS Capital International”), TCS Capital, LP, a Delaware limited partnership (“TCS Capital”), and TCS Capital II, LP, a Delaware limited partnership (“TCS Capital II”).

                         TCS Capital Management, LLC, a Delaware limited liability company (“TCS Capital Management”), is the investment manager of each of TCS Capital International, TCS Capital and TCS Capital II. In his capacity as the managing member of TCS Capital Management, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of TCS Capital International, TCS Capital and TCS Capital II.

Item 2(b) Address of Principal Business Office or, if None, Residence:

                          The address of the principal business office of the Reporting Person is 888 Seventh Avenue, Suite 1504, New York, NY 10019.

Item 2(c) Citizenship:

                         Mr. Semler is a citizen of the United States.

Item 2(d) Title of Class of Securities:

Common Stock, $0.001 par value per share (the “Shares”)

Item 2(e) CUSIP Number:

31865X106

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:

This Item 3 is not applicable.

Page 4 of 6 Pages

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

                          As of December 31, 2004, Mr. Semler may be deemed to be the beneficial owner of 1,775,200 Shares. This number consists of (A) 1,068,908 Shares held for the account of TCS Capital International, (B) 124,271 Shares held for the account of TCS Capital, and (C) 582,021 Shares held for the account of TCS Capital II.

Item 4(b) Percent of Class:

                          The number of Shares Mr. Semler may be deemed to beneficially own constitutes 8.34% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently-filed quarterly report on Form 10-Q, the number of Shares outstanding was 21,288,016 as of October 22, 2004).

Item 4(c) Number of shares as to which such person has:

Mr. Semler
(i)        Sole power to vote or direct the vote: 1,775,200
(ii)       Shared power to vote or to direct the vote 0
(iii)      Sole power to dispose or to direct the disposition of 1,775,200
(iv)      Shared power to dispose or to direct the disposition of 0

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 or Control Person:

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.

Page 5 of 6 Pages

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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

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:   February 14, 2005 ERIC SEMLER


/s/ Eric Semler       
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