Schedule 13D Amendment No. 7

-----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, LS+Vj9XbfFvvqHBDM9Brr/f/Ho71Ixnvhni266DwzZPrA51Cky9RB+Uze6s3jBM7 6moyKbaRLjWj0hbo+EVmEQ== 0001193125-10-059716.txt : 20100318 0001193125-10-059716.hdr.sgml : 20100318 20100317183553 ACCESSION NUMBER: 0001193125-10-059716 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100318 DATE AS OF CHANGE: 20100317 GROUP MEMBERS: DR. ROMESH WADHWANI GROUP MEMBERS: STG III GP, L.P. GROUP MEMBERS: STG III, L.P. GROUP MEMBERS: STG III-A, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58615 FILM NUMBER: 10689873 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 408-517-6100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STG UGP, LLC CENTRAL INDEX KEY: 0001416748 IRS NUMBER: 208818310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2475 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: (650) 935-9500 MAIL ADDRESS: STREET 1: 2475 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: STG UGP LTD DATE OF NAME CHANGE: 20071029 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 7 Schedule 13D Amendment No. 7

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Chordiant Software, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

170404305

(CUSIP Number)

Symphony Technology Group, LLC

2475 Hanover Street

Palo Alto, CA 94304

Attn: Chief Financial Officer

Telephone: (650) 935-9500

with copies to:

Steve L. Camahort

Shearman & Sterling LLP

525 Market Street, Suite 1500

San Francisco, CA 94105

Telephone: (415) 616-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 15, 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. ¨

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. 170404305
1.	Names of Reporting Persons. STG UGP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0 % (See Item 5)
14.	Type of Reporting Person (See Instructions) CO


CUSIP No. 170404305
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) STG III GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0 % (See Item 5)
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 17404305
1.	Names of Reporting Persons. STG III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0 % (See Item 5)
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 170404305
1.	Names of Reporting Persons. STG III-A, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0 % (See Item 5)
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 174040305
1.	Names of Reporting Persons. Dr. Romesh Wadhwani
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0 % (See Item 5)
14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as such term is defined in Item 2) on March 10, 2010 (the “Schedule 13D”).

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

Item 3.

Source Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented to include the following:

“In a series of pro-rata partnership transactions completed on March 15, 2010 STG III and STG III-A sold a total of 1,953,588 shares of Common Stock for approximately $3,190,307.”

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

(a) Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows:

“As of March 15, 2010 the Reporting Persons may be deemed to be fully divested of all shares of Common Stock (the “Shares”).

“The following charts reflect the transactions in the shares of Common Stock effected by STG III and STG III-A since March 10,2010, all of which were effect on the open market through various brokerage entities.

Transaction in Common Stock by STG III since March 10, 2010:


Date of Transaction	Nature of Transaction	Quantity	Price Per Share
March 11, 2010	Sale of Common Stock	97,119	$	3.85
March 11, 2010	Sale of Common Stock	12,020	$	3.85
March 15, 2010	Sale of Common Stock	1,615,683	$	4.97

Transaction in Common Stock by STG III-A in the past sixty days:


Date of Transaction	Nature of Transaction	Quantity	Price Per Share
March 11, 2010	Sale of Common Stock	12,881	$	3.85
March 11, 2010	Sale of Common Stock	1,594	$	3.85
March 15, 2010	Sale of Common Stock	214,291	$	4.97

Item 6.

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

Item 7.

Material to Be Filed as Exhibits.

99.2	Power of Attorney granted by STG UGP, LLC

99.3	Power of Attorney granted by STG III GP, L.P.

99.4	Power of Attorney granted by STG III, L.P.

99.5	Power of Attorney granted by STG III-A, L.P.

99.6	Power of Attorney granted by Dr. Romesh Wadhwani

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.


STG UGP, LLC

By:		/s/ BRAD MACMILLIN
Name:		Brad MacMillin
Title:		Authorized Person*

STG III GP, L.P. By: STG UGP, LLC, its general partner

By:		/s/ BRAD MACMILLIN
Name:		Brad MacMillin
Title:		Authorized Person*

STG III, L.P. By: STG III GP, L.P., its general partner By: STG UGP, LLC, its general partner

By:		/s/ BRAD MACMILLIN
Name:		Brad MacMillin
Title:		Authorized Person*

STG III-A, L.P. By: STG III GP, L.P., its general partner By: STG UGP, LLC, its general partner

By:		/s/ BRAD MACMILLIN
Name:		Brad MacMillin
Title:		Authorized Person*

Dr. Romesh Wadhwani

By:		/s/ BRAD MACMILLIN
Name:		Brad MacMillin
Title:		Authorized Person*

*	See attached Powers of Attorney

INDEX TO EXHIBITS


Exhibit Number		Document

99.2		Power of Attorney granted by STG UGP, LLC

99.3		Power of Attorney granted by STG III GP, L.P.

99.4		Power of Attorney granted by STG III, L.P.

99.5		Power of Attorney granted by STG III-A, L.P.

99.6		Power of Attorney granted by Dr. Romesh Wadhwani

EX-99.2 2 dex992.htm POWER OF ATTORNEY GRANTED BY STG UGP, LLC Power of Attorney granted by STG UGP, LLC

EXHIBIT 99.2

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

STG UGP, LLC

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG UGP, LLC’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.


STG UGP, LLC

By:		/s/ Romesh Wadhwani
Name:		Romesh Wadhwani
Title:		Manager

EX-99.3 3 dex993.htm POWER OF ATTORNEY GRANTED BY STG III GP, L.P. Power of Attorney granted by STG III GP, L.P.

EXHIBIT 99.3

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

STG III GP, L.P.

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III GP, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.


STG III GP, L.P.

By:		STG UGP, L.P., its general partner

By:		/s/ Romesh Wadhwani
Name:		Romesh Wadhwani
Title:		Manager

EX-99.4 4 dex994.htm POWER OF ATTORNEY GRANTED BY STG III, L.P. Power of Attorney granted by STG III, L.P.

EXHIBIT 99.4

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

STG III, L.P.

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.


STG III, L.P.

By:		STG III GP, L.P., its general partner

By:		STG UGP, LLC, its general partner

By:		/s/ Romesh Wadhwani
Name:		Romesh Wadhwani
Title:		Manager

EX-99.5 5 dex995.htm POWER OF ATTORNEY GRANTED BY STG III-A, L.P. Power of Attorney granted by STG III-A, L.P.

EXHIBIT 99.5

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

STG III-A, L.P.

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III-A, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.


STG III-A, L.P.

By:		STG III GP, L.P., its general partner

By:		STG UGP, LLC, its general partner

By:		/s/ Romesh Wadhwani
Name:		Romesh Wadhwani
Title:		Manager

EX-99.6 6 dex996.htm POWER OF ATTORNEY GRANTED BY DR. ROMESH WADHWANI Power of Attorney granted by Dr. Romesh Wadhwani

EXHIBIT 99.6

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

DR. ROMESH WADHWANI

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Dr. Romesh Wadhwani’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.


ROMESH WADHWANI

By:		/s/ Romesh Wadhwani
Name:		Romesh Wadhwani

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