-----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, GEeTzX25JHogMmZf9GjwkDYI13Lumh8IkYrCH3s6PtjqzE9VWVbmDqIG5uD7Ti5W knlRcC99jExICXfmaxLH+g== 0000911420-06-000752.txt : 20061211 0000911420-06-000752.hdr.sgml : 20061211 20061211172458 ACCESSION NUMBER: 0000911420-06-000752 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 GROUP MEMBERS: COMVEST GROUP HOLDINGS, LLC GROUP MEMBERS: COMVEST II PARTNERS, LLC GROUP MEMBERS: COMVEST INVESTMENT PARTNERS II, LLC GROUP MEMBERS: MICHAEL S. FALK GROUP MEMBERS: ROBERT L. PRIDDY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMVEST INVESTMENT PARTNERS II LLC CENTRAL INDEX KEY: 0001275683 IRS NUMBER: 010784781 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 830 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUENOM INC CENTRAL INDEX KEY: 0001076481 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770365889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60383 FILM NUMBER: 061269507 BUSINESS ADDRESS: STREET 1: 3595 JOHN HOPKINS CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582029000 SC 13D/A 1 d238238477.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 1

Sequenom, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

817337108

(CUSIP Number)

ComVest Investment Partners II LLC

One North Clematis Street, Suite 300

West Palm Beach, Florida 33401

(561) 868-6074

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Copy to:

Alan I. Annex, Esq.

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

December 7, 2006

(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. (

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).

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ComVest Investment Partners II, LLC(01-0784781)
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,060,606
		8	SHARED VOTING POWER 8,060,606
		9	SOLE DISPOSITIVE POWER 8,060,606
		10	SHARED DISPOSITIVE POWER 8,060,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,060,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.64%
14	TYPE OF REPORTING PERSON* OO

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ComVest II Partners, LLC (01-6228703)
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,060,606
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,060,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,060,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.64%
14	TYPE OF REPORTING PERSON* OO

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ComVest Group Holdings, LLC (01-622406)
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,060,606
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,060,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,060,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.64%
14	TYPE OF REPORTING PERSON* OO

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Michael S. Falk
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 77,535
		8	SHARED VOTING POWER 8,060,606
		9	SOLE DISPOSITIVE POWER 77,535
		10	SHARED DISPOSITIVE POWER 8,060,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,138,141
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.84%
14	TYPE OF REPORTING PERSON* IN

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert L. Priddy
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 324,372
		8	SHARED VOTING POWER 8,060,606
		9	SOLE DISPOSITIVE POWER 324,372
		10	SHARED DISPOSITIVE POWER 8,060,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,384,978
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.07%
14	TYPE OF REPORTING PERSON* IN

This Amendment No. 1 (the “Amendment”) amends Items 4 and 5 of the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2006 (together, the “Schedule 13D”), by ComVest Investment Partners II LLC (“ComVest”), with respect to the shares of common stock, par value $0.001 per share, of Sequenom, Inc., a Delaware corporation with its principal executive offices located at 3595 John Hopkins Court, San Diego, CA 92121 (the “Issuer”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged.

Item 4.

Purpose of Transaction

The response to Item 4 is hereby amended to add the following:

On December 7, 2006, ComVest made a distribution of 2,121,212 of its shares of common stock of the Issuer to its members on a pro rata basis.

Item 5.

Interest in Securities of the Issuer

The response to Item 5 is hereby amended and restated to reflect a distribution of securities as follows:

(a) Including the Shares and Warrants (on an as exercised basis) ComVest will beneficially own 8,060,606 shares of Common Stock of the Issuer, representing 21.64% of the Issuer’s stock.

Falk and Priddy, by virtue of the fact that they are on the Investment Committee for ComVest II Partners and, as such, control the purchase and sale of investments by ComVest, ComVest II Partners and as the principal members of ComVest and ComVest II Partners, may be deemed to have indirect beneficial ownership of the Shares owned by ComVest. However, Falk and Priddy disclaim any beneficial ownership of such Shares.

In addition, Priddy has direct beneficial ownership of 1,292 shares received by him as a member of ComVest in the distribution, and has direct beneficial ownership of 323,080 shares received by Robert P, LLC as a member of ComVest in the distribution. Priddy may be deemed to have beneficial ownership of a total of 22.07% of the issuer's stock.

Additionally Falk has direct beneficial ownership of 64,613 shares received by him as a member of ComVest in the distribution, and has direct beneficial ownership over 12,922 shares received by Falk Family Foundation as a member of ComVest in the distribution, of which Falk is the trustee. Falk may be deemed to have beneficial ownership of a total of 21.84% of the issuer's stock.

(b) Falk and Priddy, by virtue of the fact that they are members of the Investment Committee of ComVest II Partners and, as such, control the purchase and sale of investments by ComVest and as the principal members of ComVest and ComVest II Partners, have the power to vote or to direct the vote and the power to dispose and to direct the disposition of the Shares owned by ComVest.

In addition, Priddy has sole voting power over 1,292 shares received by him as a member of ComVest in the distribution, and has sole voting power over 323,080 shares received by Robert P, LLC as a member of ComVest in the distribution.

Additionally, Falk has sole voting power over 64,613 shares received by him as a member of ComVest in the distribution and has sole voting power over 12,922 shares received by Falk Family Foundation as a member of ComVest in the distribution, of which Falk is the trustee.

(c) On December 7, 2006, ComVest made a distribution of 2,121,212 shares of the Common Stock of the Issuer to ComVest’s members on a pro rata basis.

	(d)	Not applicable.
	(e)	Not applicable.

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.

Dated: December 11, 2006	ComVest Investment Partners II LLC

	By: ComVest II Partners, LLC, its managing member

	By:/s/Michael S. Falk
	Name: Michael S. Falk Title: Managing Member

Dated: December 11, 2006	ComVest II Partners, LLC

	By:/s/ Michael S. Falk
	Name: Michael S. Falk Title: Managing Member

Dated: December 11, 2006	ComVest Group Holdings, LLC

	By: /s/ Michael S. Falk
	Name: Michael S. Falk Title: Chairman and Managing Member

Dated: December 11, 2006	/s/ Michael S. Falk Michael S. Falk, individually

Dated: December 11, 2006	/s/ Robert L. Priddy Robert L. Priddy, individually

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