Covisint Corporation |
Common Stock, no par value
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22357R103 |
(301) 656-8500 |
May 17, 2016 |
1
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Name of Reporting Person/
I.R.S. Identification No. of Above Person (Entities Only)
Roumell Asset Management, LLC
52-2145132
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2
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
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3
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SEC Use Only
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4
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Source of Funds (See Instructions) OO
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization Maryland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power 1,166,925*
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8
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Shared Voting Power 819,445**
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9
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Sole Dispositive Power 1,166,925*
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10
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Shared Dispositive Power 819,445**
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,986,370
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(See Instructions) Not Applicable
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13
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Percent of Class Represented by Amount in Row (11) 4.91%***
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14
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Type of Reporting Person IA
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* | These shares are deemed to be owned beneficially by Roumell Asset Management, LLC solely as a result of its discretionary power over such shares as investment advisor to the Roumell Opportunistic Value Fund (the “Fund”). | |
** | These shares are deemed to be owned beneficially by Roumell Asset Management, LLC (“RAM”) solely as a result of its discretionary power over such shares as investment adviser to its clients. | |
*** | The denominator is based on the 40,429,806 shares of common stock outstanding as of February 4, 2016, as stated on the facing page of the Form 10-Q for the quarter ended December 31, 2015 (the “Form 10-Q”) filed by Covisint Corporation. |
1
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Name of Reporting Person/
I.R.S. Identification No. of Above Person (Entities Only)
James C. Roumell (“Roumell”)
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2
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
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3
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SEC Use Only
SEC USE ONLYSEC Use Only
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4
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Source of Funds (See Instructions) PF
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power 1,210,405*
|
|
8
|
Shared Voting Power 819,445**
|
||
9
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Sole Dispositive Power 1,210,405*
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||
10
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Shared Dispositive Power 819,445**
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||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,029,850
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
(See Instructions) Not Applicable
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13
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Percent of Class Represented by Amount in Row (11) 5.02%
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14
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Type of Reporting Person IN
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* | Includes 1,166,925 shares of common stock held by the Fund. | |
** | Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial of the shares beneficially owned by RAM. | |
*** | The denominator is based on the 40,429,806 shares of common stock outstanding as of February 4, 2016, as stated on the facing page of the Form 10-Q. |
Exhibit 7.01
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Form of Roumell Asset Management, LLC Investment Advisory Agreement.
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Exhibit 7.02
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Letter to the Board of Directors of Covisint Corporation dated.
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Exhibit 7.03
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Joint Filing Agreement by and among the Reporting Persons, dated May 18, 2016.
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Date: May 18, 2016
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By:
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/s/ James C. Roumell | |
James C. Roumell | |||
Company Name | |||
ROUMELL ASSET MANAGEMENT, LLC | |||
Date: May 18, 2016
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By:
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/s/ James C. Roumell | |
James C. Roumell, President | |||
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Roumell Asset Management, LLC Investment Advisory Agreement
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First $1mm | 1.30% |
Assets over $1mm | 1.00% |
Balanced
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These accounts are composed of equity, fixed income and cash investments. This option is typically chosen when the account represents a significant percentage of a client’s overall financial net worth or for those clients who desire a lower overall risk level as compared to a straight equity account. On average, balanced accounts hold about 25 securities (where equities represent 65% of the total portfolio) with the remaining portion of the account in fixed income and cash.
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Opportunistic Value
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These accounts can have up to 100% of assets invested in stocks and will often include opportunistic fixed income investments. Opportunistic Value accounts typically hold about 25 securities. A more concentrated strategy is available where accounts typically hold a similar number of securities, but with higher weightings. Opportunistic Value accounts are designed for those who wish to maximize our equity investment strategy while assuming a commensurate level of risk.
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Equities
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N
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L
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M
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E
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Bonds
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N
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L
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M
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E
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Options/Futures
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N
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L
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M
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E
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Mutual Funds
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N
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L
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M
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E
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Annuities
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N
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L
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M
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E
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Margin Trading
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N
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L
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M
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E
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Investment Objective and Associated Risk Tolerance (choose one)
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Time Horizon (choose one)
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Capital Preservation
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Low
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3-5 years*
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Income
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Low Medium High
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5-10 years
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Growth
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Medium High
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> 10 years
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Speculation
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High
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I could not tolerate this type of decline in value and would then invest more conservatively.
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While I would be uncomfortable with this decline in value, I would not consider investment more conservatively.
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I would accept this decline in value, as part of the long-term investment process, and not make changes to my portfolio as long as I felt I was still on track to achieve my long-term goal.
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Accepted By:
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Client Name
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Client Signature
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Date
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Accepted By:
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Client Name
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Client Signature
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Date
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Accepted By:
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Adviser
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Title
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|||
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By:
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/s/ James C. Roumell | |
James C. Roumell | |||
ROUMELL ASSET MANAGEMENT | |||
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By:
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/s/ James C. Roumell | |
James C. Roumell, President | |||