-----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, P8O221Np40Nl1WUsrNg3JA0adjeWXXOZoYYcNXnDeOn3YG7ivZDrsTTBsaL9SEmp VyUBxR3CyAvtPBoirEr/rw== 0000914248-01-500042.txt : 20020413 0000914248-01-500042.hdr.sgml : 20020413 ACCESSION NUMBER: 0000914248-01-500042 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011214 GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIVEPERSON INC CENTRAL INDEX KEY: 0001102993 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133861628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60285 FILM NUMBER: 1813657 BUSINESS ADDRESS: STREET 1: 330 WEST 34TH STREET STREET 2: 10TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 9172109000 MAIL ADDRESS: STREET 1: 330 WEST 34TH STREET STREET 2: 10TH FL CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL SITUATIONS FUND III L P CENTRAL INDEX KEY: 0000914248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133737427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 E 53 ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128325300 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 live13gt.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* Liveperson Inc. ______________________________________________________ (Name of Issuer) Common Stock, $ No Par Value ______________________________________________________ (Title of Class of Securities) 538146101 ____________________________________ (CUSIP Number) December 7, 2001 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: -x-- Rule 13d-1(b) ---- 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 in 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). CUSIP No. 538146101 13G Page 2 of 9 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Special Situations Technology Fund, L.P. ("TECH") F13-3937585 SST Advisers L.L.C. ("SSTA") F13-3937583 - ---------------------------------------------------------------- (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 Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse SHARES ------------------------------------------------ - -BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse REPORTING ------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 6,770,154 - ---------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.9 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See Instructions) IV/IA - ---------------------------------------------------------------- CUSIP No. 538146101 13G Page 3 of 9 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Austin W. Marxe David M. Greenhouse - ---------------------------------------------------------------- (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 of America - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 6,770,154 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 6,770,154 REPORTING ------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 6,770,154 - ---------------------------------------------------------------- (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 19.9 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 4 of 9 Pages Item 1. (a) Name of Issuer: LivePerson, Inc. (b) Address of Issuer's Principal Executive Offices: 330 West 34th Street, 10th floor, New York, NY 10022 Item 2. (a) Name of Person Filing: This statement is filed on behalf of (i) Special Situations Technology Fund L.P., a Delaware limited partnership ("TECH"); (ii) SST Advisers L.L.C., a Delaware limited liability Company ("SSTA"); (iii) Austin W. Marxe and (iv) David Greenhouse. Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." (b) Address of Principal Business Office or, if none, Residence: The principal office and business address of the Reporting Persons is 153 East 53rd Street, 55th floor, New York, New York 10022. c) Citizenship: TECH is a Delaware limited partnership. SSTA is a Delaware Limited Liability Company. Austin W. Marxe and David M. Greenhouse are United States citizens. The principal business of TECH is to invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. The principal business of SSTA is to act as general partner of and investment adviser to TECH. The principal occupation of Austin W. Marxe and David Greenhouse is to serve as officers, directors and members or principal shareholders of the Adviser. Page 5 of 9 Pages 2(d) Title of Class of Securities: See cover sheets. 2(e) CUSIP Number: See cover sheets. Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-2(b), 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) ( ) An Investment Adviser in accordance with $240.13 -1(b)(I)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with $240.13d-1(b)(I)(ii)(F); (g) (x) 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; (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; (j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J). See Exhibit A attached hereto. Page 6 of 9 Pages Item 4. Ownership: (a) Amount Beneficially Owned: 6,770,154 shares of Common Stock are beneficially owned by Austin W. Marxe and David Greenhouse; all of which are directly owned by TECH. (b) Percent of Class: 19.9 percent of the Common Stock are beneficially owned by Austin Marxe and David Greenhouse by virtue of being Executive Officers of SSTA the general partner to the Special Situations Technology Fund, L.P. TECH directly owns all shares reported hereby. (c) Number of Shares as to which the person has Rights to Vote and/or Dispose of Securities: TECH and SSTA have sole power to vote or to direct the vote and to dispose or to direct the disposition of all securities reported hereby which are respectively beneficially owned by TECH and its Adviser. Austin Marxe and David Greenhouse have shared power to vote or to direct the vote of and to dispose or to direct the disposition of securities reported hereby which are beneficially owned by Austin Marxe and David Greenhouse by virtue of being Executive Officers of the Investment Advisers. 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 that five percent of the class of securities, check the following . Page 7 of 9 Pages Item 6.Ownership of More than Five Percent on Behalf of Another Person: SSF III and the Cayman Fund as owners of the securities in question, have the right to receive any dividends from, or proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices 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 acquired and are held in the ordinary course of business and 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. Page 8 of 9 Pages Dated: December 12, 2001 SPECIAL SITUATIONS FUND III, L.P. By:/s/ Austin W. Marxe Austin W. Marxe Managing Director MGP ADVISERS LIMITED PARTERSHIP By:/s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer SPECIAL SITUATIONS CAYMAN FUND, L.P. By: /s/ Austin W. Marxe Austin W. Marxe Managing Director AWM INVESTMENT COMPANY, INC. By: /s/ Austin W. Marxe Austin W. Marxe President and CEO /s/ Austin W. Marxe AUSTIN W. MARXE /s/David M Greenhouse DAVID M. GREENHOUSE Page 9 of 9 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. SST Advisers L.L.C. (SSTA), a Delaware limited liability company, is the general partner of the Special Situations Technology Fund, L.P., a Delaware Limited Partnership. Austin W. Marxe and David M. Greenhouse are the principal owners of SSTA and are principally responsible for the selection, acquisition and disposition of the portfolio securities by the investment advisers on behalf of its Fund. -----END PRIVACY-ENHANCED MESSAGE-----