-----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, ES+S7htEhrSWv+wcS+OtB1jpNcYSSISg1qztQCKppbtbT0Rb+LBEub667a4SwIaG ZUmKjNXBpLzL3cLBiSZ8Ig== 0000922996-06-000068.txt : 20060214 0000922996-06-000068.hdr.sgml : 20060214 20060214114400 ACCESSION NUMBER: 0000922996-06-000068 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINDANCE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001046832 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841407805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60287 FILM NUMBER: 06609374 BUSINESS ADDRESS: STREET 1: 1157 CENTURY DR CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 8008787326 MAIL ADDRESS: STREET 1: 1157 CENTURY DR CITY: LOUISVILLE STATE: CO ZIP: 80027 FORMER COMPANY: FORMER CONFORMED NAME: EVOKE COMMUNICATIONS INC DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: EVOKE INC DATE OF NAME CHANGE: 20000218 FORMER COMPANY: FORMER CONFORMED NAME: VSTREAM INC /CO DATE OF NAME CHANGE: 20000214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL FUND VI L P CENTRAL INDEX KEY: 0001084830 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1428 FIFTHEENTH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3034057510 MAIL ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 sch13ga4_rndc-123105.htm SCHEDULE 13G/A4 RE RNDC 12/31/05

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)¹

RAINDANCE COMMUNICATIONS, INC.
(Name of Issuer)

Common Stock, par value $0.0015 per share
(Title of Class of Securities)

30048Q202
(CUSIP Number)

December 31, 2005
(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)
[     ]   Rule 13d-1(c)
[ X ]   Rule 13d-1(d)

¹The 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).

(Continued on following page(s))

CUSIP No. 30048Q202

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

Centennial Fund VI, L.P.

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

(a)___

(b)___

3. SEC Use Only

4. Citizenship or Place of Organization

Delaware


Number of Shares Beneficially Owned by Each Reporting Person With	5. 6. 7. 8.	Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power:	2,695,779 2,695,779

9. Aggregate Amount Beneficially Owned by Each Reporting Person

2,695,779

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

____

11. Percent of Class Represented by Amount in Row (9)

4.77%

12. Type of Reporting Person (See Instructions)

CUSIP No. 30048Q202

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

Centennial Holdings VI, LLC

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

(a)___

(b)___

3. SEC Use Only

4. Citizenship or Place of Organization

Delaware


Number of Shares Beneficially Owned by Each Reporting Person With	5. 6. 7. 8.	Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power:	2,924,944 2,924,944

9. Aggregate Amount Beneficially Owned by Each Reporting Person

2,924,944

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

____

11. Percent of Class Represented by Amount in Row (9)

5.17%

12. Type of Reporting Person (See Instructions)

Item 1(a). Name of Issuer:

Raindance Communications, Inc.

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

1157 Century Dr., Louisville Colorado 80027

Item 2(a). Name(s) of Person(s) Filing:

Centennial Holdings VI, LLC, a Delaware limited liability company (“Holdings VI”), by virtue of its direct beneficial ownership of Shares and by virtue of being the sole general partner of Centennial Fund VI (“Fund VI”), the sole general partner of Centennial Entrepreneurs VI, L.P. (“Entrepreneurs VI”), and the managing member of CSP VI Management, which in turn is the sole general partner of Centennial Strategic Partners VI, L.P. (“CSP”). Fund VI, Entrepreneurs VI and CSP are direct beneficial owners of Shares. Holdings VI is referred to as the “Reporting Person.”

As of December 31, 2005, Fund VI ceased to beneficially own more than 5% of the Shares and, as a result, has ceased to be a Reporting Person.

Steven C. Halstedt, Jeffrey H. Schutz, David C. Hull, Jr. and Duncan T. Butler, Jr. are the sole general partners of Holdings VI (collectively, the “Individual Partners”). By virtue of the relationships described above and their roles with the Reporting Person, each of the Individual Partners may be deemed to control the Holdings VI and may be deemed to possess indirect beneficial ownership of the Shares directly held by Fund VI, Entrepreneurs VI and CSP. However, none of the Individual Partners, acting alone, has voting or investment power with respect to such Shares, and, as a result, each Individual Partner disclaims beneficial ownership of the Shares held by Holdings VI, Fund VI, Entrepreneurs VI and CSP.

With the exception of Duncan T. Butler, Jr., the Individual Principals are also the sole managing partners of Centennial Holdings V, L.P. (“Holdings V”), which in turn is the sole general partner of Centennial Fund V, L.P. (“Fund V”) and Centennial Entrepreneurs Fund V, L.P. (“Entrepreneurs V”). The Individual Principals are also the sole managing directors of Centennial Holdings I, LLC (“Centennial LLC”). However, the Individual Principals disclaim beneficial ownership of Shares directly beneficially held by such entities.

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

1428 15th Street, Denver, Colorado 80202

Item 2(c). Citizenship:

Delaware

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

30048Q202

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	Investment company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8);
	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	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 (15 U.S.C. 80a-3);
	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4. Ownership.


(a)	Amount beneficially owned:
	As of December 31, 2005, Fund VI directly beneficially owned 2,695,779 Shares, Entrepreneurs VI directly beneficially owned 70,969 Shares, CSP directly beneficially owned 141,850 Shares and Holdings VI directlybeneficially owned 16,616 Shares. By virtue of the relationships described in this Statement, Holdings VI may bedeemed to beneficially own the Shares directly beneficially owned by Fund VI, Entrepreneurs VI and CSP.
	As of December 31, 2005, Centennial Holdings I, L.L.C. ("Centennial LLC") directly beneficially owned 56,757 Shares. Each of the Individual Partners is a managing member of Centennial LLC, but none of the Individual Partners, acting alone, has voting or investment power with respect to such Shares, and, as a result, eachIndividual Partner disclaims beneficial ownership of the Shares held by Centennial LLC.
	As of December 31, 2005, Holdings V directly beneficially owned 10,479 Shares and may be deemed to beneficially own the 2,185,031 Shares directly beneficially owned by Fund V and the 53,659 Shares directly beneficially owned by Entrepreneurs V. Each of the Individual Partners other than Mr. Butler is a general partner of Holdings V, but none of the Individual Partners, acting alone, has voting or investment power with respect to such Shares, and, as a result, each Individual Partner disclaims beneficial ownership of the Shares held by such entities.
	Stephen C. Halstedt directly beneficially owns 20,368 Shares.
(b)	Percent of class:
	The 2,924,944 Shares directly and indirectly beneficially held by Holdings VI as of December 31, 2005 represent approximately 5.17% of the 56,527,537 outstanding Shares as of October 31, 2005, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2005.
(c)	Number of shares as to which such person has:
	(i) Sole power to vote or to direct the vote:	2,924,944 (Holdings VI)
	(ii) Shared power to vote or to direct the vote:	0
	(iii) Sole power to dispose or to direct the disposition of:	2,924,944 (Holdings VI)
	(iv) Shared power to dispose or to direct the disposition of:	0

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. X

As of December 31, 2005, Fund VI ceased to beneficially own more than 5% of the Shares.

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

Not applicable

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.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

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.

February 6, 2006 (Date)


	/s/Jeffrey H. Schutz (Signature) Jeffrey H. Schutz, as managing principal of Centennial Holdings VI, LLC (Name/Title)

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