0001415889-15-003297.txt : 20151006 0001415889-15-003297.hdr.sgml : 20151006 20151005212100 ACCESSION NUMBER: 0001415889-15-003297 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151006 DATE AS OF CHANGE: 20151005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YuMe Inc CENTRAL INDEX KEY: 0001415624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87912 FILM NUMBER: 151144972 BUSINESS ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 BUSINESS PHONE: 650-591-9400 MAIL ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Yume Inc DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVI Partners, LLC CENTRAL INDEX KEY: 0001603432 IRS NUMBER: 900886983 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARKVIEW TOWER STREET 2: 1150 1ST AVENUE, SUITE 450 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: (610) 354-8396 MAIL ADDRESS: STREET 1: PARKVIEW TOWER STREET 2: 1150 1ST AVENUE, SUITE 450 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 SC 13D/A 1 sc13da509789003a_10052015.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da509789003a_10052015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 5)1

YuMe, Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

98872B104
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 2, 2015
(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.


_______________
1              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. 98872B104
 
1
NAME OF REPORTING PERSON
 
AVI CAPITAL YANKEE, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,003,560
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,003,560
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,003,560
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
AVI CAPITAL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
72,433
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
72,433
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
72,433
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
AVI MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,075,993
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,075,993
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,075,993
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
AVI PARTNERS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,646,593
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,646,593
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,646,593
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.8%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
JAMES A. DUNN, JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,646,593
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,646,593
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,646,593
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.8%
14
TYPE OF REPORTING PERSON
 
IN

 
6

 
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
DARREN C. WALLIS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,646,593
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,646,593
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,646,593
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.8%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
 
CUSIP NO. 98872B104
 
This Amendment No. 5 to the Schedule 13D, which was originally filed with the Securities and Exchange Commission on October 5, 2015, is being re-filed solely to correct the number of Shares held in the AVI Managed Account.  In furtherance of the foregoing, this Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of AVI Yankee and AVI LP and held in the AVI Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.

The aggregate purchase price of the 3,003,560 Shares owned directly by AVI Yankee is approximately $15,695,482, excluding brokerage commissions. The aggregate purchase price of the 72,433 Shares owned directly by AVI LP is approximately $372,038, excluding brokerage commissions. The aggregate purchase price of the 570,600 Shares held in the AVI Managed Account is approximately $3,032,956, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
As previously reported by the Reporting Persons, on March 6, 2015, AVI Yankee delivered a letter (the “Nomination Letter”) to the Issuer nominating James A. Dunn, Jr. and Derek T. Harrar for election to the Board of Directors (the “Board”) at the Issuer’s 2015 annual meeting of stockholders (the “Annual Meeting”).  After delivering the Nomination Letter, the Reporting Persons engaged in constructive discussions with the Issuer regarding the addition of a director candidate to the Board as well as certain other matters concerning strategy and corporate governance at the Issuer.  In light of such discussions and the Reporting Persons’ expectation that one of their director candidates would be appointed to the Board, on April 10, 2015, the Reporting Persons withdrew their nomination of James A. Dunn, Jr. and Derek T. Harrar for election to the Board at the Annual Meeting.
 
In connection with the Reporting Persons continued discussions with the Issuer and the Issuer’s good faith evaluation of director recommendations by the Reporting Persons, on October 2, 2015, the Issuer appointed Derek T. Harrar to the Board.  The Reporting Persons are pleased to have engaged in constructive dialogue with the Issuer regarding the addition of a director candidate to the Board and intend to remain engaged in discussions with the Issuer regarding matters concerning strategy, transparency, and capital allocation.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 33,836,450 Shares outstanding, as of July 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2015.
 
 
8

 
CUSIP NO. 98872B104
 
A.
AVI Yankee
 
 
(a)
As of the close of business on October 2, 2015, AVI Yankee beneficially owned 3,003,560 Shares.
 
Percentage: Approximately 8.9%
 
 
(b)
1. Sole power to vote or direct vote: 3,003,560
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,003,560
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
AVI Yankee has not entered into any transactions in the Shares during the past sixty days.
 
B.
AVI LP
 
 
(a)
As of the close of business on October 2, 2015, AVI LP beneficially owned 72,433 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 72,433
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 72,433
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
AVI LP has not entered into any transactions in the Shares during the past sixty days.
 
C.           AVI Management
 
 
(a)
AVI Management, as the investment manager of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 3,075,993 Shares owned in the aggregate by AVI Yankee and AVI LP.
 
Percentage: Approximately 9.1%
 
 
(b)
1. Sole power to vote or direct vote: 3,075,993
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,075,993
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
AVI Management has not entered into any transactions in the Shares during the past sixty days.
 
D.
AVI Partners
 
 
(a)
As of the close of business on October 2, 2015, 570,600 Shares were held in the AVI Managed Account.  AVI Partners, as the general partner of each of AVI Yankee and AVI LP and the investment advisor of the AVI Managed Account, may be deemed to beneficially own the 3,646,593 Shares owned in the aggregate by AVI Yankee and AVI LP and held in the AVI Managed Account.
 
 
9

 
CUSIP NO. 98872B104
 
Percentage: Approximately 10.8%
 
 
(b)
1. Sole power to vote or direct vote: 3,646,593
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,646,593
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
AVI Partners has not entered into any transactions in the Shares during the past sixty days.
 
E.
Messrs. Dunn and Wallis
 
 
(a)
Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to beneficially own the 3,646,593 Shares owned in the aggregate by AVI Yankee and AVI LP and held in the AVI Managed Account.
 
Percentage: Approximately 10.8%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,646,593
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,646,593

 
(c)
None of Messrs. Dunn or Wallis has entered into any transactions in the Shares during the past sixty days.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
10

 
 
CUSIP NO. 98872B104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 5, 2015
AVI CAPITAL YANKEE, LP
   
 
By:
AVI Partners, LLC,
its general partner
   
 
By:
/s/ Darren C. Wallis
   
Name:
Darren C. Wallis
   
Title:
Managing Partner

 
AVI CAPITAL PARTNERS, LP
   
 
By:
AVI Partners, LLC,
its general partner
   
 
By:
/s/ Darren C. Wallis
   
Name:
Darren C. Wallis
   
Title:
Managing Partner
 
 
AVI MANAGEMENT, LLC
   
 
By:
/s/ Darren C. Wallis
   
Name:
Darren C. Wallis
   
Title:
Managing Member

 
AVI PARTNERS, LLC
   
 
By:
/s/ Darren C. Wallis
   
Name:
Darren C. Wallis
   
Title:
Managing Partner

   
   
 
/s/ Darren C. Wallis
 
DARREN C. WALLIS
Individually and as attorney-in-fact for James A. Dunn, Jr.

 
 
11