0001104659-06-010695.txt : 20060221 0001104659-06-010695.hdr.sgml : 20060220 20060221103635 ACCESSION NUMBER: 0001104659-06-010695 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 GROUP MEMBERS: VULCAN VENTURES INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMTOTAL SYSTEMS INC CENTRAL INDEX KEY: 0001269132 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 421607228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79919 FILM NUMBER: 06631621 BUSINESS ADDRESS: STREET 1: 1808 N. SHORLINE BLVD. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509349500 MAIL ADDRESS: STREET 1: 1808 N. SHORLINE BLVD. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: HOCKEY MERGER CORP DATE OF NAME CHANGE: 20031105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN PAUL G CENTRAL INDEX KEY: 0000904057 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 110 110TH AVE N E STREET 2: STE 500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 206-342-2448 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE SOUTH STREET 2: SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98104-3891 SC 13G/A 1 a06-5398_1sc13ga.htm AMENDMENT

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G*	Estimated average burden hours per response. . 11

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

SUMTOTAL SYSTEMS INCORPORATED

(Name of Issuer)

Common Stock

(Title of Class of Securities)

866615107

(CUSIP Number)

February 15, 2006

(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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

*This amendment to the Schedule 13D amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 9, 1999, by Paul G. Allen and Vulcan Ventures Inc, (collectively, the "Reporting Persons"). SumTotal Systems, Inc. is successor by merger to Docent, Inc., which was successor by merger to Click2Learn.com, which was successor by merger to Asymetrix Inc. Inc. (the "Issuer").

CUSIP No. 866615107

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

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

	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 0 shares

			6.		Shared Voting Power -0- shares (1)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power -0- shares (1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares(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) 0.0%

	12.	Type of Reporting Person (See Instructions) IN
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares.

CUSIP No. 866615107

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

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

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

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

			6.		Shared Voting Power -0- shares (1)

			7.		Sole Dispositive Power shares

			8.		Shared Dispositive Power -0- shares (1)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares

	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) 0.0%

	12.	Type of Reporting Person (See Instructions) CO
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares.

Item 1.
	(a)	Name of Issuer SumTotal Systems, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 1808 N. Shoreline Blvd. Mountain View, CA 94043

Item 2.
	(a)	Name of Person Filing Paul G. Allen and Vulcan Ventures Incorporated
	(b)	Address of Principal Business Office or, if none, Residence The address for both filing persons is as follows: 505 Fifth Ave., Suite 900 Seattle, Washington 98104
	(c)	Citizenship Paul G. Allen is a citizen of the United States of America. Vulcan Ventures Incorporated is a corporation organized under the laws of the State of Washington.
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 86615107

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).
	Not applicable.

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: 0 shares (1)
	(b)	Percent of class: 0.0%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote -0-shares
		(ii)	Shared power to vote or to direct the vote -0- shares (1)
		(iii)	Sole power to dispose or to direct the disposition of -0-shares
		(iv)	Shared power to dispose or to direct the disposition of -0- shares (1)

(1) The shares are owned directly by Vulcan Ventures Incorporated and beneficially by Paul G. Allen, the sole shareholder of Vulcan Ventures Incorporated. Vulcan Ventures Incorporated and Mr. Allen may be deemed to have shared voting and dispositive power with respect to these shares.


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 ý.

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
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certification
	Not applicable.

SIGNATURES

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.

	VULCAN VENTURES INCORPORATED
February 20, 2006

	By:	/s/ Gregory P. Landis
	Name and Title:					Gregory P. Landis, Vice President


February 20, 2006	/s/ Gregory P. Landis
	Paul G. Allen

	*By:			/s/ Gregory P. Landis
	Name:				/s/ Gregory P. Landis
			Attorney-in Fact for Paul G. Allen

EXHIBIT INDEX

Exhibit		Description

99.1		Joint Filing Agreement

EX-99.1 2 a06-5398_1ex99d1.htm EXHIBIT 99

EXHIBIT 99.1

Joint Filing Agreement

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto by either or both of us will be filed, on behalf of each of us.

Dated: February 20, 2006	VULCAN VENTURES INCORPORATED


	By:	/s/ Gregory P. Landis
	Name and Title:				/s/ Gregory P. Landis, Vice President


Dated: February 20, 2006	/s/ Gregory P. Landis
	Paul G. Allen

	*By:		/s/ Gregory P. Landis
	Name:			/s/ Gregory P. Landis
				Attorney-in Fact for Paul G. Allen