t67587_sc13da.htm

0001188112-10-000726.txt : 20100330 0001188112-10-000726.hdr.sgml : 20100330 20100330154942 ACCESSION NUMBER: 0001188112-10-000726 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100330 DATE AS OF CHANGE: 20100330 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Obagi Medical Products, Inc. CENTRAL INDEX KEY: 0001375247 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 954658730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82589 FILM NUMBER: 10713815 BUSINESS ADDRESS: STREET 1: 310 GOLDEN SHORE CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 562-628-1007 MAIL ADDRESS: STREET 1: 310 GOLDEN SHORE CITY: LONG BEACH STATE: CA ZIP: 90802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 t67587_sc13da.htm SCHEDULE 13D/A t67587_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)*

OBAGI MEDICAL PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67423R108

(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)

March 29, 2010

(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. 67423R108

	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 1,174,588

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 1,174,588


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,174,588

	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) 5.3%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 67423R108

	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 1,378,326

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 1,378,326


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,378,326

	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) OO

CUSIP No. 67423R108

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 1,378,326

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 1,378,326


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,378,326

	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. 67423R108

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 1,378,326

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 1,378,326


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,378,326

	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 statement relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Obagi Medical Products, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 3760 Kilroy Airport Way, Suite 500, Long Beach, California 90806. 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 November 13, 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 2.	Identity and Background

	Item 2 of the Schedule 13D is hereby amended by adding the following as the second line thereof:

	Discovery Equity Partners, L.P. (“Discovery Equity Partners”) is an Illinois limited partnership primarily engaged in the business of investing in securities.

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 1,378,326 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of March 29, 2010 was approximately $11,206,525, and the total purchase price for the 1,174,588 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $9,253,525. 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 lo an 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 22,044,872 shares of Common Stock reported outstanding as of March 11, 2010 in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2009.

	Discovery Equity Partners beneficially owns 1,174,588 shares of Common Stock as of March 29, 2010, which represents 5.3% of the outstanding Common Stock.

	Discovery Group beneficially owns 1,378,326 shares of Common Stock as of March 29, 2010, which represents 6.3% of the outstanding Common Stock.

	Mr. Donoghue beneficially owns 1,378,326 shares of Common Stock as of March 29, 2010, which represents 6.3% of the outstanding Common Stock.

	Mr. Murphy beneficially owns 1,378,326 shares of Common Stock as of March 29, 2010, 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 Com mon Stock owned by it.

	The transactions in Common Stock effected by the Reporting Persons during the past 60 days 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 above, 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 Amen dment 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 March 30, 2010, 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.

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.

	March 30, 2010
	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 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 March 30, 2010, 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.

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 of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date. 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
2/8/20101	Purchase	$10.3109	4,165
2/10/20102	Purchase	10.4989	5,600
2/22/20103	Purchase	10.5355	436
2/23/20104	Purchase	10.6662	10,000
2/24/20105	Purchase	10.5632	22,500
2/25/20106	Purchase	10.3814	4,910
2/26/20107	Purchase	10.1905	14,527
3/1/20108	Purchase	10.4796	11,776
3/2/20109	Purchase	10.8391	12,783
3/3/201010	Purchase	10.9647	45,000
3/4/201011	Purchase	10.9798	12,124
3/5/201012	Purchase	10.9992	13,100
3/26/201013	Purchase	11.9966	22,331
3/29/201014	Purchase	11.9489	58,047

1 This transaction was executed in multiple trades at prices ranging from $10.20 - 10.37.

2 This transaction was executed in multiple trades at prices ranging from $10.49 - 10.50.

3 This transaction was executed in multiple trades at prices ranging from $10.50 - 10.55.

4 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.

5 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.

6 This transaction was executed in multiple trades at prices ranging from $10.33 - 10.46.

7 This transaction was executed in multiple trades at prices ranging from $10.12 - 10.34.

8 This transaction was executed in multiple trades at prices ranging from $10.29 - 10.91.

9 This transaction was executed in multiple trades at prices ranging from $10.70 - 10.88.

10 This transaction was executed in multiple trades at prices ranging from $10.78 - 11.00.

11 This transaction was executed in multiple trades at prices ranging from $10.96 - 11.00.

12 This transaction was executed in multiple trades at prices ranging from $10.99 - 11.00.

13 This transaction was executed in multiple trades at prices ranging from $11.98 - 12.00.

14 This transaction was executed in multiple trades at prices ranging from $11.80 - 12.00.

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

EXHIBIT 2

JOINT FILING AGREEMENT

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

Dated: March 30, 2010

	DISCOVERY GROUP I, LLC
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.


	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