0001104659-06-018302.txt : 20060321 0001104659-06-018302.hdr.sgml : 20060321 20060321172656 ACCESSION NUMBER: 0001104659-06-018302 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060321 DATE AS OF CHANGE: 20060321 GROUP MEMBERS: ERNEST K. JACQUET GROUP MEMBERS: J&R INVESTMENT MANAGEMENT COMPANY, LLC GROUP MEMBERS: JOHN C. RUTHERFORD GROUP MEMBERS: PARTHENON CAPITAL, LLC GROUP MEMBERS: PARTHENON INVESTMENT ADVISORS, LLC GROUP MEMBERS: PARTHENON INVESTMENT PARTNERS, LLC GROUP MEMBERS: PCIP INVESTORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENEXA CORP CENTRAL INDEX KEY: 0001114714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 233024258 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81548 FILM NUMBER: 06702015 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109719171 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TALENTPOINT INC DATE OF NAME CHANGE: 20000515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARTHENON INVESTORS L P CENTRAL INDEX KEY: 0001076897 IRS NUMBER: 043426088 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174787000 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G 1 a06-7279_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

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

Kenexa Corporation

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

488879 10 7

(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:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	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. 488879 10 7						Page 2 of 11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Parthenon Investors, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 4,815,264(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 4,815,264(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,815,264(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 27.6%(2)

	12.	Type of Reporting Person (See Instructions) PN

(1) Represents 4,273,786 shares of Common Stock and warrants exercisable into 541,478 shares of Common Stock. Number is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 2,571,021 shares of Common Stock (including warrants exercisable into 541,478 shares of Common Stock).

(2) Percentage is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 12.9% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 3 of 11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Parthenon Investment Advisors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 4,815,264(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 4,815,264(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,815,264(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 27.6%(2)

	12.	Type of Reporting Person (See Instructions) OO

(1) Represents shares owned by Parthenon Investors, L.P. Represents 4,273,786 shares of Common Stock and warrants exercisable into 541,478 shares of Common Stock. Number is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 2,571,021 shares of Common Stock (including warrants exercisable into 541,478 shares of Common Stock).

(2) Percentage is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 12.9% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 4 of 11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Parthenon Investment Partners, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 4,815,264(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 4,815,264(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,815,264(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 27.6%(2)

	12.	Type of Reporting Person (See Instructions) OO

(2) Percentage is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 12.9% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 5 of 11

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

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 115,121(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 115,121(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,121(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 0.7%(2)

	12.	Type of Reporting Person (See Instructions) PN

(1) Represents 104,968 shares of Common Stock and warrants exercisable into 10,153 shares of Common Stock. Numbers are as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 60,000 shares of Common Stock (including warrants exercisable into 10,153 shares of Common Stock).

(2) Percentage is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 0.3% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 6 of 11

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

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 115,121(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 115,121(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,121(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 0.7%(2)

	12.	Type of Reporting Person (See Instructions) OO

(1) Represents shares owned by PCIP Investors. Represents 104,968 shares of Common Stock and warrants exercisable into 10,153 shares of common stock. Numbers are as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 60,000 shares of Common Stock (including warrants exercisable into 10,153 shares of Common Stock).

(2) Percentage is as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 0.3% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 7 of 11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) J&R Investment Management Company, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		ý
		(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 115,121(1)

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 115,121(1)

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,121(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 0.7%(2)

	12.	Type of Reporting Person (See Instructions) OO

(1) Represents shares owned by PCIP Investors. Represents 104,968 shares of Common Stock and warrants exercisable into 10,153 shares of Common Stock. Numbers are as of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 60,000 shares of Common Stock (including warrants exercisable into 10,153 shares of Common Stock).

(2) Percentage is of December 31, 2005. As of March 20, 2006, the reporting person beneficially owned 0.3% of the Common Stock of the issuer.

CUSIP No. 488879 10 7						Page 8 of 11

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

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

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New Zealand

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 4,930,385(1)

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 4,930,385(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,930,385(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 28.2%(2)

	12.	Type of Reporting Person (See Instructions) IN

(1) Represents shares owned by Parthenon Investors, L.P. (“Parthenon”) and PCIP Investors (“PCIP”). Numbers are as of December 31, 2005. As of March 20, 2006, Parthenon and PCIP owned, in the aggregate, 2,631,021 shares of Common Stock. See cover pages for Parthenon and PCIP for details. Mr. Rutherford and Mr. Jacquet share voting and dispositive power for these shares.

(2) Percentage is as of December 31, 2005. As of March 20, 2006, Parthenon and PCIP beneficially owned 13.2% of the Common Stock of the issuer, in the aggregate.

CUSIP No. 488879 10 7						Page 9 of 11

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

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

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 4,930,385(1)

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 4,930,385(1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,930,385(1)

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

	11.	Percent of Class Represented by Amount in Row (9) 28.2%(2)

	12.	Type of Reporting Person (See Instructions) IN

(2) Percentage is as of December 31, 2005. As of March 20, 2006, Parthenon and PCIP beneficially owned 13.2% of the Common Stock of the issuer, in the aggregate.

Page 10 of 11

Item 1.
	(a)			Name of Issuer Kenexa Corporation (the “Company”).
	(b)			Address of Issuer’s Principal Executive Offices 650 East Swedsford Road 2^nd Floor Wayne, PA 19087

Item 2.
	(a)			Name of Persons Filing
	(i)			Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”);
	(ii)			Parthenon Investment Advisors, LLC, a Delaware limited liability company (“Parthenon Advisors,” the general partner of Parthenon);
	(iii)			Parthenon Investment Partners, LLC, a Delaware limited liability company (“Parthenon Partners,” the managing member of Parthenon Advisors);
	(iv)			PCIP Investors, a Delaware general partnership (“PCIP”);
	(v)			Parthenon Capital, LLC, a Delaware limited liability company (“Parthenon Capital,” the managing partner of PCIP);
	(vi)			J&R Investment Management Company, LLC, a Delaware limited liability company (“J&R LLC,” the managing member of Parthenon Capital);
	(vii)			John C. Rutherford (“Mr. Rutherford,” a managing member of Parthenon Partners and J&R LLC); and
	(viii)			Ernest K. Jacquet (“Mr. Jacquet,” a managing member of Parthenon Partners and J&R LLC) (i) through (viii) collectively, the “Reporting Persons”).
	(b)			Address of Principal Business Office or, if none, Residence
				The address of the principal business offices of each of the Reporting Persons is c/o Parthenon Capital, Inc., 200 State Street, Boston, Massachusetts 02109.
	(c)			Citizenship
				The place of organization of each of the Reporting Persons (other than Mr. Rutherford and Mr. Jacquet) is Delaware. Mr. Jacquet is a citizen of the United States and Mr. Rutherford is a citizen of New Zealand.
	(d)			Title of Class of Securities Common Stock, par value $0.01 per share (the “Common Stock”)
	(e)			CUSIP Number 48879 10 7

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)	o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b)	o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)	o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)	o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
		(e)	o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)	o		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)	o		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
		(h)	o		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)	o		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)	o		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 11 of 11

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: As of December 31, 2005, the reporting persons beneficially owned 4,930,385 shares of Common Stock (including warrants to purchase Common Stock) of the issuer. As of March 20, 2006, the reporting persons beneficially owned 2,631,021 shares of Common Stock (including warrants to purchase Common Stock) of the issuer.
	(b)	Percent of class: As of December 31, 2005, the reporting persons beneficially owned approximately 28.2% of the outstanding shares of Common Stock of the issuer, based upon 17,459,044 shares of Common Stock outstanding on December 31, 2005, according to a registration statement filed by the issuer on Form S-1 on January 31, 2006. As of March 20, 2006 the reporting persons beneficially owned 13.2% of the outstanding shares of Common Stock of the issuer based upon 19,933,854 shares of common stock outstanding according to a prospectus filed with the Securities and Exchange Commission on March 8, 2006.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: see response to Item 5 on the attached cover pages
		(ii)	Shared power to vote or to direct the vote: see response to Item 5 on the attached cover pages
		(iii)	Sole power to dispose or to direct the disposition of: see response to Item 5 on the attached cover pages
		(iv)	Shared power to dispose or to direct the disposition of: see response to Item 5 on the attached cover pages
Each of the Reporting Persons disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Persons, other than the shares of Common Stock reported in this Schedule 13G as being beneficially owned by such Reporting Person.

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 o.
	Not applicable.

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 or Control Person
	Not applicable.

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

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certification
	Not applicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURES

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

Dated as of March 20, 2006

PARTHENON INVESTORS, L.P.

By:	PARTHENON INVESTMENT ADVISORS, LLC,
	its General Partner

By:	PARTHENON INVESTMENT PARTNERS, LLC,
	its Managing Member

	By:			/s/ John C. Rutherford
				Name:	John C. Rutherford
				Title:	Managing Member


PARTHENON INVESTMENT ADVISORS, LLC

By:	PARTHENON INVESTMENT PARTNERS, LLC,
	its Managing Member

	By:		/s/ John C. Rutherford
			Name:		John C. Rutherford
			Title:		Managing Member


PARTHENON INVESTMENT PARTNERS, LLC


	By:	/s/ John C. Rutherford
		Name:			John C. Rutherford
		Title:			Managing Member

PCIP INVESTORS

By:	PARTHENON CAPITAL, LLC,
	its Managing Partner

By:	J&R INVESTMENT MANAGEMENT COMPANY, LLC,
	its Managing Member


	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Director, President
			and Secretary

PARTHENON CAPITAL, LLC

By:	J&R INVESTMENT MANAGEMENT COMPANY, LLC
	its Managing Member

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member


J&R INVESTMENT MANAGEMENT COMPANY, LLC

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member


/s/ John Rutherford
John C. Rutherford

/s/ Ernest K. Jacquet
Ernest K. Jacquet

EXHIBIT INDEX

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 2. Identity of members of group filing this schedule.

EX-1 2 a06-7279_1ex1.htm JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information conce rning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated as of March 20, 2006

PARTHENON INVESTORS, L.P.

By:	PARTHENON INVESTMENT ADVISORS, LLC,
	its General Partner

By:	PARTHENON INVESTMENT PARTNERS, LLC,
	its Managing Member

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member

PARTHENON INVESTMENT ADVISORS, LLC

By:	PARTHENON INVESTMENT PARTNERS, LLC,
	its Managing Member

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member


PARTHENON INVESTMENT PARTNERS, LLC

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member

PCIP INVESTORS

By:	PARTHENON CAPITAL, LLC,
	its Managing Partner

By:	J&R INVESTMENT MANAGEMENT COMPANY, LLC,
	its Managing Member


	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Director, President and Secretary


PARTHENON CAPITAL, LLC

By:	J&R INVESTMENT MANAGEMENT COMPANY, LLC
	its Managing Member


	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member


J&R INVESTMENT MANAGEMENT COMPANY, LLC

	By:	/s/ John C. Rutherford
		Name:	John C. Rutherford
		Title:	Managing Member

		/s/ John Rutherford
		John C. Rutherford

		/s/ Ernest K. Jacquet
		Ernest K. Jacquet

EX-2 3 a06-7279_1ex2.htm IDENTITY OF MEMBERS

EXHIBIT 2

IDENTITY OF MEMBERS OF THE GROUP FILING THIS SCHEDULE

Parthenon Investors, L.P.

Parthenon Investment Advisors, LLC

Parthenon Investment Partners, LLC

PCIP Investors

Parthenon Capital, LLC

J&R Investment Management Company, LLC

John C. Rutherford

Ernest K. Jacquet