-----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, RWqw+yM1QrYmF6OcQ++AHNmMdANBeTSWHHYGwg2jI5/nQLAj9+vea4jEuplcqMCg 5XGyGUJ1KcEyfmtWHSx1YQ== 0001104659-10-062361.txt : 20101213 0001104659-10-062361.hdr.sgml : 20101213 20101213145726 ACCESSION NUMBER: 0001104659-10-062361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101213 DATE AS OF CHANGE: 20101213 GROUP MEMBERS: CHRISTOPHER S. GAFFNEY GROUP MEMBERS: GHP III, LLC GROUP MEMBERS: GREAT HILL EQUITY PARTNERS III, LP GROUP MEMBERS: GREAT HILL PARTNERS GP III, LP GROUP MEMBERS: JOHN G. HAYES GROUP MEMBERS: MATTHEW T. VETTEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LECG CORP CENTRAL INDEX KEY: 0001192305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 810569994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79357 FILM NUMBER: 101247655 BUSINESS ADDRESS: STREET 1: 80 LANCASTER AVENUE CITY: DEVON STATE: PA ZIP: 19333 BUSINESS PHONE: 6102540700 MAIL ADDRESS: STREET 1: 80 LANCASTER AVENUE CITY: DEVON STATE: PA ZIP: 19333 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT HILL INVESTORS LLC CENTRAL INDEX KEY: 0001161866 IRS NUMBER: 043463163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LIBERTY SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-790-9430 MAIL ADDRESS: STREET 1: ONE LIBERTY SQ CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 a10-22876_1sc13da.htm SC 13D/A

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

	SCHEDULE 13D

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

LECG Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

523234102

(CUSIP Number)

Great Hill Partners

Attn: Laurie T. Gerber

One Liberty Square, Boston, MA 02109

(617) 790-9430

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 29, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 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, as amended ("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).

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. Great Hill Investors, LLC

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 71,504

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 71,504

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,504

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 0.16%

	14.	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. Great Hill Equity Partners III, LP

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,169,496

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,169,496

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,169,496

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 38.55%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. Great Hill Partners GP III, LP

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,169,496

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,169,496

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,169,496

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 38.55%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. GHP III, LLC

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,169,496

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,169,496

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,169,496

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 38.55%

	14.	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. Christopher S. Gaffney

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,241,000

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,241,000

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,241,000

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 38.71%

	14.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. John G. Hayes

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,241,000

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,241,000

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,241,000

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 38.71%

	14.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 523234102

	1.	Names of Reporting Persons. Matthew T. Vettel

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,169,496

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 17,169,496

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,169,496

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 38.55%

	14.	Type of Reporting Person (See Instructions) IN

Introductory Note

The purpose of this Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is to report the Reporting Persons’ decrease in percentage ownership of the Issuer. The outstanding shares of Common Stock increased to 38,227,343 as of October 29, 2010, thereby resulting in the aggregate percentage ownership which may be deemed indirectly beneficially owned by certain Reporting Persons decreasing from approximately 39.92% to approximately 38.71%. The Reporting Persons have not acquired or disposed of any shares of the Issuer’s Common Stock since the transactions previously reported on Schedule 13D filed by the Reporting Persons on March 19, 2010.

This Amendment No. 1 amends the Schedule 13D filed by the Reporting Persons on March 19, 2010 (the “Schedule 13D” and together with Amendment No. 1, the “Statement”). This Amendment No. 1 is being filed on behalf of the following individuals and entities (the “Reporting Persons”): (i) Great Hill Investors, LLC, a Massachusetts limited liability company (“GHI”); (ii) Great Hill Equity Partners III, LP, a Delaware limited partnership (“GHEPIII”); (iii) Great Hill Partners GP III, LP, a Delaware limited partnership (“GHEPIIIGP”); (iv) GHP III, LLC, a Delaware limited liability company (“GHPIII”); (v) Christopher S. Gaffney (“Gaffney”); (vi) John G. Hayes (“Hayes”); and (vii) Matthew T. Vettel (“Vettel”).

Item 1.	Security and Issuer
Item 1 is amended and restated in its entirety as follows: This Statement relates to the common stock, $0.001 par value per share (the “Common Stock”), of LECG Corporation, a corporation organized under the laws of the state of Delaware (the “Company” or the “Issuer”), with its principal executive offices located at 2000 Powell St., Suite 600, Emerville, CA 94608. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5.	Interest in Securities of the Issuer
Item 5 is amended by replacing each Reporting Person’s ownership percentage listed therein with the corresponding ownership percentage set forth in line 13 of such Reporting Person’s cover page hereto. Based upon the number of shares Common Stock outstanding as of October 29, 2010: (i) the percentage ownership represented by the 71,504 shares of Common Stock directly beneficially owned by GHI decreased from approximately 0.19% to approximately 0.16%; (ii) the percentage ownership represented by the 17,169,496 shares of Common Stock directly beneficially owned by GHEPIII decreased from approximately 39.78% to approximately 38.55%; (iii) the percentage ownership represented by the 17,169,496 shares of Common Stock directly beneficially owned by GHEPIII of which GHEPIIIGP and GHPIII may be deemed to have sole power to direct the voting and disposition decreased from approximately 39.78% to approximately 38.55%; (iv) the percentage ownership represented by the 17,241,000 shares of Common Stock beneficially owned by GHPIII and GHI of which Gaffney and Hayes may be deemed to have sole power to direct the voting and disposition decreased from approximately 39.92% to approximately 38.71%; and (v) the percentage ownership represented by the 17,169,496 shares of Common Stock beneficially owned by GHPIII of which Vettel may be deemed to have sole power to direct the voting and disposition decreased from approximately 39.78% to approximately 38.55%.

Item 7.	Material to be Filed as Exhibits
Item 7 is hereby amended to add the following exhibits: Exhibit 6 Power of Attorney.

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: December 13, 2010

GREAT HILL INVESTORS, LLC


By:	/s/ Christopher S. Gaffney
Name:	Christopher S. Gaffney*
Title:	A Manager

GREAT HILL EQUITY PARTNERS III, LP

By: GREAT HILL PARTNERS GP III, LP, its General Partner

By: GHP III, LLC, its General Partner


By:	/s/ Christopher S. Gaffney
Name:	Christopher S. Gaffney*
Title:	A Manager

GREAT HILL PARTNERS GP III, LP

By: GHP III, LLC, its General Partner


By:	/s/ Christopher S. Gaffney
Name:	Christopher S. Gaffney*
Title:	A Manager

GHP III, LLC


By:	/s/ Christopher S. Gaffney
Name:	Christopher S. Gaffney*
Title:	A Manager


/s/ Christopher S. Gaffney
Name:	Christopher S. Gaffney*


/s/ John G. Hayes
Name:	John G. Hayes*

/s/ Matthew T. Vettel
Name:	Matthew T. Vettel*


*By:	/s/ Laurie T. Gerber
Name:	Laurie T. Gerber
Title:	Attorney in Fact

EXHIBIT INDEX

Exhibit 6

Power of Attorney.

EX-99.6 2 a10-22876_1ex99d6.htm EX-99.6

Exhibit 6

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Laurie T. Gerber, the undersigneds’ true and lawful attorney-in-fact, to:

(1) execute for and on behalf of each of the undersigned a Form ID application, and any amendments thereto, to be filed with the Securities and Exchange Commission to obtain or update EDGAR codes for the undersigned;

(2) execute for and on behalf of each of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

(3) do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

Each of the undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.

Dated: 12/10/10	GREAT HILL PARTNERS, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL INVESTORS, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL PARTNERS GP, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL EQUITY PARTNERS LIMITED PARTNERSHIP

	By:	Great Hill Partners GP, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL PARTNERS GP II, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager

Dated: 12/10/10	GREAT HILL EQUITY PARTNERS II LIMITED PARTNERSHIP

	By:	Great Hill Partners GP II, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GHP III, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL PARTNERS GP III, L.P.

	By:	GHP III, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL EQUITY PARTNERS III, L.P.

	By:	Great Hill Partners GP III, L.P.,
		Its General Partner

	By:	GHP III, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager

Dated: 12/10/10	GHP IV, LLC


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL PARTNERS GP IV, L.P.

	By:	GHP IV, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL EQUITY PARTNERS IV, L.P.

	By:	Great Hill Partners GP IV, L.P.,
		Its General Partner

	By:	GHP IV, LLC,
		Its General Partner


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager


Dated: 12/10/10	GREAT HILL CHRIS TRUST


	By:	/s/ Christopher S. Gaffney
		Name: Christopher S. Gaffney
		Title: Trustee


Dated: 12/10/10	GREAT HILL JOHN TRUST


	By:	/s/ John G. Hayes
		Name: John G. Hayes
		Title: Manager

Dated: 12/10/10	GREAT HILL MATTHEW TRUST


	By:	/s/ Matthew T. Vettel
		Name: Matthew T. Vettel
		Title: Trustee


Dated: 12/10/10		/s/ Christopher S. Gaffney
	Christopher S. Gaffney


Dated:
	Stephen F. Gormley


Dated: 12/10/10		/s/ John G. Hayes
	John G. Hayes


Dated: 12/10/10		/s/ Matthew T. Vettel
	Matthew T. Vettel

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