0000921895-15-001940.txt : 20150813 0000921895-15-001940.hdr.sgml : 20150813 20150813170035 ACCESSION NUMBER: 0000921895-15-001940 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150813 DATE AS OF CHANGE: 20150813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45775 FILM NUMBER: 151051429 BUSINESS ADDRESS: STREET 1: 5435 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036151100 MAIL ADDRESS: STREET 1: 5435 NE DAWSON CREEK DRIVE CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vertex Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da210114005_08112015.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da210114005_08112015.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. 2)1

Radisys Corporation
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

750459109
(CUSIP Number)
 
ERIC SINGER
VERTEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022

STEVE WOLOSKY, 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)

August 11, 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. 750459109
 
1
NAME OF REPORTING PERSON
 
Vertex Opportunities Fund, 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
 
- 0 -
8
SHARED VOTING POWER
 
1,198,514
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,198,514
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,198,514
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 750459109
 
1
NAME OF REPORTING PERSON
 
Vertex Special Opportunities Fund II, 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
 
- 0 -
8
SHARED VOTING POWER
 
1,186,548
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,186,548
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,186,548
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 750459109
 
1
NAME OF REPORTING PERSON
 
Vertex GP, 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
 
- 0 -
8
SHARED VOTING POWER
 
1,198,514
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,198,514
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,198,514
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 750459109
 
1
NAME OF REPORTING PERSON
 
Vertex Special Opportunities GP II, 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
 
- 0 -
8
SHARED VOTING POWER
 
1,186,548
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,186,548
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,186,548
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 750459109
 
1
NAME OF REPORTING PERSON
 
Vertex Capital Advisors, 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
 
- 0 -
8
SHARED VOTING POWER
 
2,385,062
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,385,062
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,385,062
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
IA

 
6
 
CUSIP NO. 750459109
 
1
NAME OF REPORTING PERSON
 
Eric Singer
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
 
2,385,062
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,385,062
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,385,062
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 750459109
 
The following constitutes Amendment No. 2 to Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 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 Vertex Opportunities and VSO II 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, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 1,198,514 Shares beneficially owned by Vertex Opportunities is approximately $3,204,077, excluding brokerage commissions.  The aggregate purchase price of the 1,186,548 Shares beneficially owned by VSO II is approximately $2,773,167, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a)-(c) is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 36,801,993 Shares outstanding, which is the total number of Shares outstanding as of July 28, 2015 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 10, 2015.
 
A.
Vertex Opportunities
 
 
(a)
As of the close of business on August 13, 2015 Vertex Opportunities beneficially owned 1,198,514 Shares.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 1,198,514
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 1,198,514

 
(c)
The transactions in the Shares by Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
B.
VSO II
 
 
(a)
As of the close of business on August 13, 2015 VSO II beneficially owned 1,186,548 Shares.
 
Percentage: Approximately 3.2%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 1,186,548
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 1,186,548

 
(c)
The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
8
 
CUSIP NO. 750459109
 
C.
Vertex GP
 
 
(a)
Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,198,514 shares owned by Vertex Opportunities.
 
Percentage: Approximately 3.3%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 1,198,514
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 1,198,514

 
(c)
Vertex GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
VSO GP II
 
 
(a)
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,186,548 shares owned by VSO II.
 
Percentage: Approximately 3.2%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 1,186,548
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 1,186,548

 
(c)
VSO GP II has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Vertex Capital
 
 
(a)
Vertex Capital, as the investment manager of Vertex Opportunities and VSO II, may be deemed the beneficial owner of the (i) 1,198,514 Shares owned by Vertex Opportunities and (ii) 1,186,548 Shares owned by VSO II.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 2,385,062
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 2,385,062

 
(c)
Vertex Capital has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
9
 
CUSIP NO. 750459109
 
F.
Eric Singer
 
 
(a)
Mr. Singer, as the managing member of Vertex GP, VSO GP II and Vertex Capital, may be deemed the beneficial owner of the (i) 1,198,514 Shares owned by Vertex Opportunities and (ii) 1,186,548 Shares owned by VSO II.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: 2,385,062
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: 2,385,062

 
(c)
Mr. Singer has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
 
 
10
 
CUSIP NO. 750459109
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 13, 2015

 
Vertex Opportunities Fund, LP
   
 
By:
Vertex GP, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex GP, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Special Opportunities Fund II, LP
   
 
By:
Vertex Special Opportunities GP II, LLC
General Partner
     
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Special Opportunities GP II, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Capital Advisors, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member

  /s/ Eric Singer
 
Eric Singer
 
 
11
 
CUSIP NO. 750459109
 
SCHEDULE A
 
Transactions in Securities of the Issuer During the Past Sixty Days
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

VERTEX OPPORTUNITIES FUND, LP

Sale of Common Stock
(996)
2.7600
07/24/2015
Sale of Common Stock
(10,482)
2.7747
07/27/2015
Sale of Common Stock
(40,549)
2.7921
07/28/2015
Sale of Common Stock
(996)
2.8610
07/29/2015
Sale of Common Stock
(996)
2.8700
07/31/2015
Sale of Common Stock
(74,767)
2.9300
08/11/2015
Sale of Common Stock
(176,830)
2.7573
08/12/2015


VERTEX SPECIAL OPPORTUNITIES FUND II, LP

Sale of Common Stock
(1,004)
2.7600
07/24/2015
Sale of Common Stock
(10,561)
2.7747
07/27/2015
Sale of Common Stock
(40,857)
2.7921
07/28/2015
Sale of Common Stock
(1,004)
2.8610
07/29/2015
Sale of Common Stock
(1,004)
2.8700
07/31/2015
Sale of Common Stock
(75,333)
2.9300
08/11/2015
Sale of Common Stock
(178,170)
2.7573
08/12/2015