-----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, QUjPUFZJJsEzLG89kEJ6jM20d13dJ7lp+oNMlAwNNL9fjZV/A5USxCzapR7HF5U3 JDSsWi07TZWLDIM2zOJnNg== 0001273515-06-000041.txt : 20060215 0001273515-06-000041.hdr.sgml : 20060215 20060214181809 ACCESSION NUMBER: 0001273515-06-000041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUMBLEWEED COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001022509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943183329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56683 FILM NUMBER: 06618580 BUSINESS ADDRESS: STREET 1: 700 SAGINAW DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502162000 MAIL ADDRESS: STREET 1: 700 SAGINAW DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: TUMBLEWEED SOFTWARE CORP DATE OF NAME CHANGE: 19990517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIKER MANAGEMENT LLC CENTRAL INDEX KEY: 0001276525 IRS NUMBER: 043616914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: SUITE 1409 CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2129040321 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: SUITE 1409 CITY: NEW YORK STATE: NY ZIP: 10151 SC 13G/A 1 tmwd_edgarized.htm Document Converted by Corporate-Insiders.com

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

TUMBLEWEED COMMUNICATIONS CORP


(Name of Issuer)


Common Stock


(Title of Class of Securities)



899690101


(CUSIP Number)



February 2, 2006


(Date of Event Which Requires Filing of this Statement)



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

 

 

 

o

 

Rule 13d-1(b)

x

 

Rule 13d-1(c)

o

 

Rule 13d-1(d)


 

CUSIP No. 899690101          13G


 

1.

Name of Reporting Person:
Diker GP, LLC

I.R.S. Identification Nos. of above persons (entities only):
37-1444083


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x

 

 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization:
Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 2,285,741


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 2,285,741


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,285,741


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o


 

11.

Percent of Class Represented by Amount in Row (9): 4.66%


 

12.

Type of Reporting Person: OO*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 2

CUSIP No. 899690101 13G


 

1.

Name of Reporting Person:
Diker Management, LLC

I.R.S. Identification Nos. of above persons (entities only):
04-3616914


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x

 

 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization: Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 2,462,867


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 2,462,867


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,462,867


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o


 

11.

Percent of Class Represented by Amount in Row (9): 5.02%


 

12.

Type of Reporting Person: IA*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 3

CUSIP No. 899690101 13G


 

1.

Name of Reporting Person:
Charles M. Diker

I.R.S. Identification Nos. of above persons (entities only):


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x

 

 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization: Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 2,462,867


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 2,462,867


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,462,867


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o


 

11.

Percent of Class Represented by Amount in Row (9): 5.02%


 

12.

Type of Reporting Person: IN*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 4

CUSIP No. 899690101 13G


 

1.

Name of Reporting Person:
Mark N. Diker

I.R.S. Identification Nos. of above persons (entities only):


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x


 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization: Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 2,462,867


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 2,462,867


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,462,867


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o



11.

Percent of Class Represented by Amount in Row (9): 5.02%



12.

Type of Reporting Person: IN*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 5

CUSIP No. 899690101 13G


 

1.

Name of Reporting Person:
Diker Value Tech QP Fund, LP

I.R.S. Identification Nos. of above persons (entities only):
42-1622604


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x


 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization: Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 1,078,140


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 1,078,140


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 1,078,140


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o



11.

Percent of Class Represented by Amount in Row (9): 2.20%



12.

Type of Reporting Person: PN*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 6

CUSIP No. 899690101 13G


 

1.

Name of Reporting Person:
Diker Value Tech Fund, LP

I.R.S. Identification Nos. of above persons (entities only):
37-1444088


 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

x


 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization: Delaware


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: -0-


6.

Shared Voting Power: 887,144


7.

Sole Dispositive Power: -0-


8.

Shared Dispositive Power: 887,144


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 887,144


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o



11.

Percent of Class Represented by Amount in Row (9): 1.81%



12.

Type of Reporting Person: PN*

*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

Page 7


Item 1.

(a)


Name of Issuer: TUMBLEWEED COMMUNICATIONS CORP (the "Company")

(b)


Address of Issuer's Principal Executive Offices:



The Company's principal executive offices are located at 700 Saginaw Drive, Redwood City, CA 94063.

Item 2.

(a)


Name of Person Filing:



This statement is filed by:

(i) Diker GP, LLC, a Delaware limited liability company ("Diker GP"), as the general partner to the Delaware limited partnership the Diker Value-Tech Fund, LP ("VT"), the Diker Value Tech QP Fund, LP ("VTQP"), the Diker Micro-Value Fund, LP ("MV"), the Diker Micro-Value QP Fund, LP ("MVQP") the Diker Micro and Small Cap Fund, LP ("MS") and the Diker M&S Cap Master, Ltd. ("MSLTD") with respect to the Stock directly owned by VT, VTQP, MV, MVQP, MS and MSLTD (collectively, the "Diker Funds");

(ii) Diker Management, LLC, a Delaware limited liability company ("Diker Management"), as the investment manager of the Diker Funds, with respect to the shares of Common Stock held by the Diker Funds;

(iii) Charles M. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management;

(iv) Mark N. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management; and

(v) Each of Diker Value Tech Fund and Diker Value Tech QP Fund, LP is a Delaware limited partnership.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)


Address of Principal Business office or, if none, Residence:



The address of the business office of each of the Reporting Persons is 745 Fifth Avenue, Suite 1409, New York, New York 10151.

(c)


Citizenship:



Each of Diker GP and Diker Management is a Delaware limited liability company. Each of Charles M. Diker and Mark N. Diker is a United States citizen.

(d)


Title of Class of Securities: Common Stock (the "Common Stock").

(e)


CUSIP Number: 899690101

Page 8


Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:



(a)

 

Broker or dealer registered under Section 15 of the Act,

(b)


Bank as defined in Section 3(a)(6) of the Act,

(c)


Insurance Company as defined in Section 3(a)(19) of the Act,

(d)


Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)


Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)


Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g)


Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h)


Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)


Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)


Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



If this statement is filed pursuant to 13d-1(c), check this box: x

Item 4. Ownership.

(a)

 

Amount Beneficially Owned:

 


A. Diker GP, LLC

(a) Amount beneficially owned: 2,285,741

(b) Percent of class: 4.66% The percentages used herein and in the rest of Item 4 are calculated based upon the 49,091,868 shares of Common Stock issued and outstanding as of the date of the Company's most recent filing on form 10-Q or 10-K, as applicable.

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,285,741

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,285,741

B. Diker Management, LLC

(a) Amount beneficially owned: 2,462,867

(b) Percent of class: 5.02%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,462,867

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,462,867

Page 9

Item 4. Ownership. (continued)

 


C. Charles M. Diker

(a) Amount beneficially owned: 2,462,867

(b) Percent of class: 5.02%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,462,867

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,462,867

D. Mark N. Diker

(a) Amount beneficially owned: 2,462,867

(b) Percent of class: 5.02%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,462,867

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,462,867



E. Diker Value Tech QP Fund, LP



(a) Amount beneficially owned: 1,078,140

(b) Percent of class: 2.20%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,078,140

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,078,140



F. Diker Value Tech Fund, LP



(a) Amount beneficially owned: 887,144

(b) Percent of class: 1.81%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 887,144

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 887,144

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

As the sole general partner of the Diker Funds, Diker GP, has the power to vote and dispose of the shares of the Common Stock owned by the Diker Funds and, accordingly, may be deemed the beneficial owner of such shares. Pursuant to investment advisory agreements, Diker Management serves as the investment manager of the Diker Funds. Accordingly, Diker Management may be deemed the beneficial owner of shares held by the Diker Funds. Charles M. Diker and Mark N. Diker are the managing members of each of Diker GP and Diker Management, and in that capacity direct their operations. Therefore, Charles M. Diker and Mark N. Diker may be beneficial owners of shares beneficially owned by Diker GP and Diker Management. The Reporting Persons disclaim all beneficial ownership, however, as affiliates of a Registered Investment Adviser, and in any case disclaim beneficial ownership except to the extent of their pecuniary interest in the shares. The Reporting Persons have elected to file Schedule 13G nonetheless.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Item 8. Identification and Classification of Members of the Group. See item 2.

Item 9. Notice of Dissolution of Group. Not applicable.

Page 10

Item 10. Certifications.

By signing below I certify that, to the best of my 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 that purpose or effect.

SIGNATURE

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

 

 

Date: February 14, 2006

 

 


 

 



DIKER GP, LLC

 

 

By: /s/ MARK N. DIKER

Name: Mark N. Diker
Title: Managing Member

 

 


 

 



DIKER MANAGEMENT, LLC

 

 

By: /s/ MARK N. DIKER

Name: Mark N. Diker
Title: Managing Member

 

 


 

 



CHARLES M. DIKER, Individually

 

 

/s/ CHARLES M. DIKER

Name: Charles M. Diker

 

 


 

 



MARK N. DIKER, Individually

 

 

/s/ MARK N. DIKER

Name: Mark N. Diker

 

 


Page 11

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