UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __8__)
Rainmaker Systems Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
750875304
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
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Rule 13d-1(b) |
x |
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Rule 13d-1(c) |
o |
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Rule 13d-1(d) |
CUSIP No. 750875304 13G |
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1. |
Name of Reporting
Person: |
I.R.S. Identification
Nos. of above persons (entities only): |
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2. |
Check the Appropriate Box if a Member of a Group: |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Citizenship or Place
of Organization: |
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Number
of |
5. |
Sole Voting Power: -0- |
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6. |
Shared Voting Power: 1,218,394 |
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7. |
Sole Dispositive Power: -0- |
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8. |
Shared Dispositive Power: 1,218,394 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,218,394 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. |
Percent of Class Represented by Amount in Row (9): 4.55% |
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12. |
Type of Reporting Person: OO* |
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*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
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CUSIP No. 750875304 13G |
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1. |
Name of Reporting
Person: |
I.R.S. Identification
Nos. of above persons (entities only): |
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2. |
Check the Appropriate Box if a Member of a Group: |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Citizenship or Place of Organization: Delaware |
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Number
of |
5. |
Sole Voting Power: -0- |
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6. |
Shared Voting Power: 1,607,687 |
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7. |
Sole Dispositive Power: -0- |
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8. |
Shared Dispositive Power: 1,607,687 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,607,687 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. |
Percent of Class Represented by Amount in Row (9): 6.01% |
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12. |
Type of Reporting Person: IA* |
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*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
Page 3
CUSIP No. 750875304 13G |
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1. |
Name of Reporting
Person: |
I.R.S. Identification Nos. of above persons (entities only): |
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2. |
Check the Appropriate Box if a Member of a Group: |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Citizenship or Place of Organization: U.S.A. |
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Number
of |
5. |
Sole Voting Power: -0- |
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6. |
Shared Voting Power: 1,607,687 |
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7. |
Sole Dispositive Power: -0- |
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8. |
Shared Dispositive Power: 1,607,687 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,607,687 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. |
Percent of Class Represented by Amount in Row (9): 6.01% |
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12. |
Type of Reporting Person: IN* |
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*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
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CUSIP No. 750875304 13G |
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1. |
Name of Reporting
Person: |
I.R.S. Identification Nos. of above persons (entities only): |
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2. |
Check the Appropriate Box if a Member of a Group: |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Citizenship or Place of Organization: U.S.A. |
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Number
of |
5. |
Sole Voting Power: -0- |
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6. |
Shared Voting Power: 1,607,687 |
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7. |
Sole Dispositive Power: -0- |
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8. |
Shared Dispositive Power: 1,607,687 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,607,687 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. |
Percent of Class Represented by Amount in Row (9): 6.01% |
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12. |
Type of Reporting Person: IN* |
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*The Reporting Person, as defined below, is affiliated with a Registered Investment Adviser but has elected to file Schedule 13G nonetheless. As an affiliate of a Registered Investment Adviser, the Reporting Person disclaims all beneficial ownership of these shares, and in any case, disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
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Item 1.
(a) |
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Name of Issuer: Rainmaker Systems Inc. (the "Company") |
(b) |
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Address of Issuer's Principal Executive Offices: |
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The Company's principal executive offices are located at 900 East Hamilton Avenue, Campbell, CA 95008. |
Item 2.
(a) |
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Name of Person Filing: |
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This statement is filed by: (i) Diker GP, LLC, a Delaware limited liability company ("Diker GP"), as the general partner to the Delaware limited partnership the Diker Value Tech Fund, LP (“VT”), Diker Value Tech QP Fund, LP (“VTQP”), Diker Small Cap Fund, LP ("SC"), the Diker Small Cap QP Fund, LP ("SCQP") and Diker Micro Cap Fund LP (“MC”) with respect to the Stock directly owned by VT, VTQP, SC, SCQP, MC and (collectively, the "Diker Funds"); (ii) Diker Management, LLC, a Delaware limited liability company ("Diker Management"), as the investment manager of the Diker Funds, with respect to the shares of Common Stock held by the Diker Funds; (iii) Charles M. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management; and (iv) Mark N. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
(b) |
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Address of Principal Business office or, if none, Residence: |
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The address of the business office of each of the Reporting Persons is 730 Fifth Avenue, 15th Floor, New York, NY 10019. |
(c) |
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Citizenship: |
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Each of Diker GP and Diker Management is a Delaware limited liability company. Each of Charles M. Diker and Mark N. Diker is a United States citizen. |
(d) |
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Title of Class of Securities: Common Stock (the "Common Stock"). |
(e) |
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CUSIP Number: 750875304 |
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Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
(a) |
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Broker or dealer registered under Section 15 of the Act, |
(b) |
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Bank as defined in Section 3(a)(6) of the Act, |
(c) |
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Insurance Company as defined in Section 3(a)(19) of the Act, |
(d) |
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Investment Company registered under Section 8 of the Investment Company Act of 1940, |
(e) |
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Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), |
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), |
(g) |
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Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), |
(h) |
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
(i) |
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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) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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If this statement is filed pursuant to 13d-1(c), check this box: x |
Item 4. Ownership.
(a) |
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Amount Beneficially Owned: |
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A. Diker GP, LLC
B. Diker Management, LLC
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Item 4. Ownership. (continued)
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C. Charles M. Diker
D. Mark N. Diker
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Item 5. Ownership of Five Percent or Less of a Class. Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.
Item 8. Identification and Classification of Members of the Group. See item 2.
Item 9. Notice of Dissolution of Group. Not applicable.
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Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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Date: February 10, 2012 |
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DIKER GP, LLC By: /s/ MARK N. DIKER Name: Mark N.
Diker |
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DIKER MANAGEMENT, LLC By: /s/ MARK N. DIKER Name: Mark N.
Diker |
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CHARLES M. DIKER, Individually /s/ CHARLES M. DIKER Name: Charles M. Diker |
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MARK N. DIKER, Individually /s/ MARK N. DIKER Name: Mark N. Diker |
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