mm02-1411lic_13ga1.htm

-----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, Ms5YJpRyovMCKD6INw/zkU2TAB+dboUdINJxbSdy77H6UBBqYVlN7xLnbPusCedQ /tKdyqM6VzLquragkZ3hEA== 0000909518-11-000079.txt : 20110214 0000909518-11-000079.hdr.sgml : 20110214 20110214120639 ACCESSION NUMBER: 0000909518-11-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: BLUE HARBOUR GROUP GP, LLC GROUP MEMBERS: BLUE HARBOUR HOLDINGS, LLC GROUP MEMBERS: BLUE HARBOUR INSTITUTIONAL PARTNERS MASTER FUND, L.P. GROUP MEMBERS: BLUE HARBOUR STRATEGIC VALUE PARTNERS MASTER FUND, LP GROUP MEMBERS: CLIFTON S. ROBBINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGENET INTERACTIVE CORP CENTRAL INDEX KEY: 0000911002 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 460371161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42773 FILM NUMBER: 11603868 BUSINESS ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 BUSINESS PHONE: (605)-988-1000 MAIL ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 FORMER COMPANY: FORMER CONFORMED NAME: LODGENET ENTERTAINMENT CORP DATE OF NAME CHANGE: 19931014 FORMER COMPANY: FORMER CONFORMED NAME: LNET INC DATE OF NAME CHANGE: 19930820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Harbour Group, LP CENTRAL INDEX KEY: 0001325256 IRS NUMBER: 562457376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-6560 MAIL ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 mm02-1411lic_13ga1.htm AMENDMENT NO.1 mm02-1411lic_13ga1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO SCHEDULE 13G

Under the Securities Exchange Act of 1934

LodgeNet Interactive Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

540211109

CUSIP Number

December 31, 2010

(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)

x Rule 13d-1(c)

o 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).

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Blue Harbour Group, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Blue Harbour Strategic Value Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Blue Harbour Institutional Partners Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Blue Harbour GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Blue Harbour Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

CUSIP No.: 540211109

1	NAME OF REPORTING PERSON Clifton S. Robbins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
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
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON IN

Item 1. Name of Issuer and Address of Issuer’s Principal Executive Offices:

(a)	Name of Issuer:	LodgeNet Interactive Corporation (the “Company”)
(b)	Address of Issuer’s Principal Executive Offices: 3900 West Innovation Street Sioux Falls, South Dakota 57107

Item 2. Person Filing:

(a)	Name of Person Filing:

	Blue Harbour Group, LP (“Manager”)
	Blue Harbour Strategic Value Partners Master Fund, LP (the “Fund”)
	Blue Harbour Institutional Partners Master Fund, L.P. (“BHIP”)
	Blue Harbour GP, LLC (“Fund GP”)
	Blue Harbour Holdings, LLC (“Manager GP”)
	Clifton S. Robbins (“Mr. Robbins”)

The Manager, the Fund, BHIP, Fund GP, Manager GP and Mr. Robbins are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)	Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of Manager, the Fund, BHIP, Fund GP, Manager GP and Mr. Robbins is:

646 Steamboat Road

Greenwich, Connecticut 06830

(c)	Citizenship:

Each of the Fund and BHIP is organized under the laws of the Cayman Islands. Each of Fund GP, Manager and Manager GP is organized under the laws of the State of Delaware. Mr. Robbins is a citizen of the United States of America.

(d)	Title of Class of Securities:

Common Stock (the “Common Stock”)

(e)	CUSIP Number:

540211109

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act
(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act
(d)	o	Investment company registered under Section 8 of the Investment Company Act

(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (only with respect to Blue Harbour Group, LP)
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(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
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4. Ownership.

Item 4(a): Amount Beneficially Owned:

See Item 9 on each cover page.

Item 4(b): Percent of Class:

See Item 11 on each cover page.

Item 4(c): Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or direct the vote:

See Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See Item 6 on each cover page.

(iii)

Sole power to dispose of or to direct the disposition of:

See Item 7 on each cover page.

(iv)

Shared power to dispose of or to direct the disposition of:

See Item 8 on each cover page.

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 any of the class of securities, check the following x.

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.

See Exhibit 1.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Inasmuch as the Reporting Persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the Reporting Persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the Reporting Persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 to Schedule 13G is true, complete and correct.

Date: February 14, 2011

BLUE HARBOUR GROUP, LP

By: Blue Harbour Holdings, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR STRATEGIC VALUE PARTNERS MASTER FUND, LP

By: Blue Harbour GP, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR INSTITUTIONAL PARTNERS MASTER FUND, L.P.

By: Blue Harbour GP, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR GP, LLC

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR HOLDINGS, LLC

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins

EX-99 2 mm02-1411lic_13ga1ex1.htm EX.1 - JOINT FILING AGREEMENT mm02-1411lic_13ga1ex1.htm

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF AMENDMENT NO. 1 TO SCHEDULE 13G

The undersigned acknowledge and agree that the foregoing Amendment No. 1 to Schedule 13G is filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Date: February 14, 2011

BLUE HARBOUR GROUP, LP

By: Blue Harbour Holdings, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR STRATEGIC VALUE PARTNERS MASTER FUND, LP

By: Blue Harbour GP, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR INSTITUTIONAL PARTNERS MASTER FUND, L.P.

By: Blue Harbour GP, LLC, its general partner

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR GP, LLC

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

BLUE HARBOUR HOLDINGS, LLC

	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Managing Member

	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins

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