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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

 

CUSIP No. 579793100
	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.
	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) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.
			8.	Shared Voting Power 823,245
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 823,245
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 823,245
	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) 5.5%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.  579793100
	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 931,091
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 931,091
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 931,091
	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) 6.3%
	14.	Type of Reporting Person (See Instructions) IA

CUSIP No.  579793100
	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 931,091
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 931,091
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 931,091
	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) 6.3%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.  579793100
	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 931,091
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 931,091
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 931,091
	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) 6.3%
	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 McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 1414 NW Northrup Street, Suite 700, Portland, Oregon 97209.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on June 30, 2011 (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 2.		Identity and Background
		Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:   This statement is being jointly filed by the following persons (the “Reporting Persons”):   Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is primarily engaged in the business of investing in securities on behalf of institutional clients.   Discovery Equity Partners, L.P. (“Discovery Equity Partners”) is an Illinois limited partnership primarily engaged in the business of investing in securities.   Daniel J. Donoghue is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.   Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.   Both Mr. Donoghue and Mr. Murphy are United States citizens.   The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.
		During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3.		Source and Amount of Funds or Other Consideration
		Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:   The total purchase price for the 931,091 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of July 17, 2011 was approximately $8,281,591, and the total purchase price for the 823,245 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $7,316,535.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

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 information concerning percentages of ownership set forth below is based on 14,869,948 shares of Common Stock reported outstanding as of May 1, 2011 in the Company’s most recent Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2011.   Discovery Equity Partners beneficially owns 823,245 shares of Common Stock as of July 17, 2011, which represents 5.5% of the outstanding Common Stock.   Discovery Group beneficially owns 931,091 shares of Common Stock as of July 17, 2011, which represents 6.3% of the outstanding Common Stock.   Mr. Donoghue beneficially owns 931,091 shares of Common Stock as of July 17, 2011, which represents 6.3% of the outstanding Common Stock.   Mr. Murphy beneficially owns 931,091 shares of Common Stock as of July 17, 2011, which represents 6.3% of the outstanding Common Stock.   Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
		The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.   No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
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 margin loan facilities referred to under Item 3 of the Schedule 13D, 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 effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
	Exhibit 2:                                Joint Filing Agreement dated as of July 18, 2011, by and among Discovery Equity Partners; 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.

 

 

	July 18, 2011
	Date
	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.     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 1		List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
Exhibit 2		Joint Filing Agreement dated as of July 18, 2011, by and among Discovery Equity Partners; 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.

 

 

 

 

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Date		Type		Price		Shares
6/30/20111		Purchase		$8.5906		19923
7/1/20112		Purchase		8.7784		14300
7/5/2011		Purchase		8.9000		900
7/6/20113		Purchase		8.8906		3148
7/7/2011		Purchase		8.8600		69600
7/11/20114		Purchase		8.7875		4000
7/12/2011		Purchase		8.7500		9390
7/13/20115		Purchase		8.7510		3303
7/14/20116		Purchase		8.7302		19535
7/15/20117		Purchase		8.7594		5100

 

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