t66434_sc13da.htm

0001188112-09-002158.txt : 20091013 0001188112-09-002158.hdr.sgml : 20091012 20091013160830 ACCESSION NUMBER: 0001188112-09-002158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: I FLOW CORP /DE/ CENTRAL INDEX KEY: 0000857728 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330121984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41065 FILM NUMBER: 091116950 BUSINESS ADDRESS: STREET 1: 20202 WINDROW DRIVE CITY: LAKE FOREST STATE: CA ZIP: 92630 BUSINESS PHONE: 9292062700 MAIL ADDRESS: STREET 1: 20202 WINDROW DRIVE CITY: LAKE FOREST STATE: CA ZIP: 92630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t66434_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 1) t66434_sc13da.htm

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

I-FLOW CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

449520303

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 9, 2009

(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 §§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 §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 ("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. 449520303

	1.	Names of Reporting Persons. Discovery Group I, LLC

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check 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 None

	8.	Shared Voting Power None

	9.	Sole Dispositive Power None

	10.	Shared Dispositive Power None


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person None

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

	13.	Percent of Class Represented by Amount in Row (11) 0.0%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 449520303

1.	Names of Reporting Persons. Daniel J. Donoghue

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) AF

5.	Check 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 None.

	8.	Shared Voting Power None

	9.	Sole Dispositive Power None

	10.	Shared Dispositive Power None


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person None

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

	13.	Percent of Class Represented by Amount in Row (11) 0.0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 449520303

1.	Names of Reporting Persons. Michael R. Murphy

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) AF

5.	Check 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 None

	8.	Shared Voting Power None

	9.	Sole Dispositive Power None

	10.	Shared Dispositive Power None


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person None

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

	13.	Percent of Class Represented by Amount in Row (11) 0.0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer

	This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of I-Flow Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 20202 Windrow Drive, Lake Forest, California 92630. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on July 27, 2009 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 1.

Item 3.	Source and Amount of Funds or Other Consideration

	Item 3 of the Schedule 13D is hereby deleted because the Reporting Persons own no shares of the Common Stock.

Item 5.	Interest in Securities of the Issuer

	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

	The Reporting Persons own no shares of the Common Stock and do not have voting or dispositive power with respect to any shares of the Common Stock.

	The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

	Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on October 9, 2009.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 1:	List of transactions by Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

	Exhibit 2:	Joint Filing Agreement dated as of October 13, 2009, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 3:	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

	Exhibit 4:	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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.

	October 13, 2009
	Date

	DISCOVERY GROUP I, LLC

	By: Michael R. Murphy*
	Signature


	Michael R. Murphy, Managing Member
	Name/Title


	Daniel J. Donoghue*
	Signature


	Daniel J. Donoghue
	Name/Title


	Michael R. Murphy*
	Signature


	Michael R. Murphy
	Name/Title




	*By: /s/ Mark Buckley
	Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1	List of transactions by Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

Exhibit 2	Joint Filing Agreement dated as of October 13, 2009, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 4	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the purchase and sale of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average purchase price or sale price, as applicable. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date	Type	Price		Shares
8/10/20091	Purchase	$	7.1662		10,100
8/11/20092	Purchase		7.1578		38,975
8/12/20093	Purchase		7.3656		21,020
8/13/20094	Purchase		7.4072		15,397
8/14/20095	Purchase		7.4624		17,422
8/17/20096	Purchase		7.349		15,400
8/18/20097	Purchase		7.496		2,500
8/19/20098	Purchase		7.5712		1,700
10/9/20099	Sale		12.602614		1,182,300
10/12/200910	Sale		12.58		327,999

1 This transaction was executed in multiple trades at prices ranging from $7.10 - $7.20.

2 This transaction was executed in multiple trades at prices ranging from $7.14 - $7.20.

3 This transaction was executed in multiple trades at prices ranging from $7.18 - $7.44.

4 This transaction was executed in multiple trades at prices ranging from $7.33 - $7.45.

5 This transaction was executed in multiple trades at prices ranging from $7.40 - $7.48.

6 This transaction was executed in multiple trades at prices ranging from $7.30 - $7.37.

7 This transaction was executed in multiple trades at prices ranging from $7.49 - $7.50.

8 This transaction was executed in multiple trades at prices ranging from $7.41 - $7.60.

9 This transaction was executed in multiple trades at prices ranging from $12.575 - $12.66.

10 This transaction was executed in multiple trades at prices ranging from $12.56 - $12.60.

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of Amendment No. 1 to the Schedule 13D to which this Agreement is attached.

Dated: October 13, 2009

	DISCOVERY GROUP I, LLC


	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member


	Daniel J. Donoghue*
	Daniel J. Donoghue

	Michael R. Murphy*
	Michael R. Murphy

	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

EXHIBIT 3

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public

EX-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Michael R. Murphy
	Michael R. Murphy

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public