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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G/A*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 4)*

 

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QAD Inc.

(Name of Issuer)

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Class A Common Stock, $0.001 par value

Class B Common Stock, $0.001 par value

(Title of Class of Securities)

Class A 74727D306

Class B 74727D207

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of the Statement)

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

 

☐	Rule 13d-1(b)

 

☐	Rule 13d-1(c)

 

☒	Rule 13d-1(d)

 

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).

 

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CUSIP NO. 74727D306/74727D207

13G

Page 2 of 11 Pages

 

1	NAMES OF REPORTING PERSONS
	Karl F. Lopker
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
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			Class A – 0 Class B – 0
		6	SHARED VOTING POWER
			Class A – 8,026,059 Class B – 1,917,016
		7	SOLE DISPOSITIVE POWER
			Class A – 0 Class B – 0
		8	SHARED DISPOSITIVE POWER
			Class A – 8,026,059 Class B – 1,917,016
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Class A – 8,026,059 Class B – 1,917,016
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Class A – 59.1% Class B – 58.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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1	NAMES OF REPORTING PERSONS
	Pamela M. Lopker
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
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			Class A – 0 Class B – 0
		6	SHARED VOTING POWER
			Class A – 8,026,059 Class B – 1,917,016
		7	SOLE DISPOSITIVE POWER
			Class A – 0 Class B – 0
		8	SHARED DISPOSITIVE POWER
			Class A – 8,026,059 Class B – 1,917,016
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Class A – 8,026,059 Class B – 1,917,016
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Class A – 59.1% Class B – 58.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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1	NAMES OF REPORTING PERSONS
	The Lopker Living Trust dated November 18, 2013
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
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			Class A – 0 Class B – 0
		6	SHARED VOTING POWER
			Class A – 6,747,464 Class B – 1,730,307
		7	SOLE DISPOSITIVE POWER
			Class A – 0 Class B – 0
		8	SHARED DISPOSITIVE POWER
			Class A – 6,747,464 Class B – 1,730,307
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Class A – 6,747,464 Class B – 1,730,307
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Class A – 52.4% Class B – 54.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

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1	NAMES OF REPORTING PERSONS
	Lopker Family Foundation
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
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			Class A – 0 Class B – 0
		6	SHARED VOTING POWER
			Class A – 361,140 Class B – 19,828
		7	SOLE DISPOSITIVE POWER
			Class A – 0 Class B – 0
		8	SHARED DISPOSITIVE POWER
			Class A – 361,140 Class B – 19,828
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Class A – 361,140 Class B – 19,828
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Class A – 2.8% Class B – 0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

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1	NAMES OF REPORTING PERSONS
	Lopker Family 1997 Charitable Remainder Trust
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
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			Class A – 0 Class B – 0
		6	SHARED VOTING POWER
			Class A – 5,084 Class B – 1,247
		7	SOLE DISPOSITIVE POWER
			Class A – 0 Class B – 0
		8	SHARED DISPOSITIVE POWER
			Class A – 5,084 Class B – 1,247
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Class A – 5,084 Class B – 1,247
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Class A – 0.04% Class B – 0.04%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

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Item 1(a).

Name of Issuer: QAD Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

100 Innovation Place, Santa Barbara, CA 93108, USA

 

Item 2(a).

Name of Person Filing:

 

 

The business address of Karl F. Lopker, Pamela M. Lopker, the Lopker Living Trust, the Lopker Family Foundation and the Charitable Remainder Trust is 100 Innovation Place, Santa Barbara, CA 93108, USA.

 

Item 2(c).

Citizenship: Karl Lopker and Pamela Lopker are United States citizens and the other Reporting Persons are organized under the laws of the United States.

 

Item 2(d).

Title of Class of Securities:

 

Class A Common Stock, $0.001 par value

 

Class B Common Stock, $0.001 par value

 

Item 2(e).

CUSIP Number:

 

Class A – 74727D306

 

Class B – 74727D207

 

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 (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 of 1940 (15 U.S.C. 80a-8);

(e)

☐      An investment adviser in accordance with Rule 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 (15 U.S.C. 80a-3);

(j)

☐      A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐      Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

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Item 4.

Ownership:

 

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

 

On December 31, 2014, the Reporting Persons reported the following ownership:

Karl F. Lopker

 

As of December 31, 2014, Karl F. Lopker’s beneficial ownership includes: 207,371 shares of QADA owned directly by Mr. Lopker and Ms. Lopker; 60,634 shares of QADB owned directly by Mr. Lopker and Ms. Lopker; 705,000 shares of QADA representing vested SARs or SARs which vest within 60 days of December 31, 2014 held by Mr. Lopker and Ms. Lopker; and 105,000 shares of QADB representing vested SARs or SARs which vest within 60 days of December 31, 2014 held by Mr. Lopker and Ms. Lopker.  In addition, Mr. Lopker’s beneficial ownership includes shares held by the Lopker Living Trust, the Lopker Family Foundation and the Lopker Family 1997 Charitable Remainder Trust, as described below.

 

Pamela M. Lopker

 

On December 31, 2014, Pamela M. Lopker’s beneficial ownership includes: 207,371 shares of QADA owned directly by Mr. Lopker and Ms. Lopker; 60,634 shares of QADB owned directly by Mr. Lopker and Ms. Lopker; 705,000 shares of QADA representing vested SARs or SARs which vest within 60 days of December 31, 2014 held by Mr. Lopker and Ms. Lopker; and 105,000 shares of QADB representing vested SARs or SARs which vest within 60 days of December 31, 2014 held by Mr. Lopker and Ms. Lopker.  In addition, Ms. Lopker’s beneficial ownership includes shares held by the Lopker Living Trust, the Lopker Family Foundation and the Lopker Family 1997 Charitable Remainder Trust, as described below.

 

Lopker Living Trust

 

Karl Lopker and Pamela Lopker serve jointly as trustees of the Lopker Living Trust. On December 31, 2014, the Lopker Living Trust owned of record 6,747,464 shares of QADA and 1,730,307 shares of QADB.

 

Subsequent to the date for which this Schedule 13G is provided (December 31, 2014), the Lopker Living Trust publicly sold 1,000,000 shares of QADA on January 15, 2015, as previously disclosed by the issuer as part of an underwritten offering.

Lopker Family Foundation

 

Karl Lopker is the President of the Lopker Family Foundation and Pamela Lopker is the Chief Executive Officer. On December 31, 2014, the Lopker Family Foundation owned of record 361,140 shares of QADA and 19,828 shares of QADB.

 

Lopker Family 1997 Charitable Remainder Trust

 

On December 31, 2014, the Lopker Family 1997 Charitable Remainder Trust owned of record 5,084 shares of QADA and 1,247 shares of QADB.

(b)	Percent of Class: See Item 11 on the cover pages(s) hereto.

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

(i)

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii)

shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(ii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv)

shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

 

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 5 percent of the class of securities, check the following ☐.

 

Not applicable

 

Not applicable

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

See information provided in Item 4 above.

 

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Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

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 (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

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Exhibit A

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Report on Schedule 13G (including amendments thereto) with respect to the common stock of QAD Inc., and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such Report. Each party to this agreement agrees that this joint filing agreement may be signed in any number of counterparts.

 

In evidence whereof, the undersigned have executed this Joint Filing Agreement on this 2nd day of February, 2015.

 

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