0000921895-16-003902.txt : 20160330 0000921895-16-003902.hdr.sgml : 20160330 20160330162136 ACCESSION NUMBER: 0000921895-16-003902 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160330 DATE AS OF CHANGE: 20160330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIGHTSIDE GROUP, LTD. CENTRAL INDEX KEY: 0001589094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 320415537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88435 FILM NUMBER: 161539937 BUSINESS ADDRESS: STREET 1: 5808 LAKE WASHINGTON BLVD., NE, STE. 300 CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-298-2500 MAIL ADDRESS: STREET 1: 5808 LAKE WASHINGTON BLVD., NE, STE. 300 CITY: KIRKLAND STATE: WA ZIP: 98033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Negari Daniel Moshe CENTRAL INDEX KEY: 0001659522 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2121 E TROPICANA AVE #2 CITY: LAS VEGAS STATE: NV ZIP: 89119 SC 13D/A 1 sc13da110701002_03302016.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da110701002_03302016.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. 1)1

Rightside Group, Ltd.
(Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

76658B100
(CUSIP Number)
 
DANIEL M. NEGARI
2121 E. Tropicana Avenue, Suite 2
Las Vegas, Nevada 89119
702 -900-2999

STEVE WOLOSKY
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)

March 30, 2016
(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. 76658B100
 
1
NAME OF REPORTING PERSON
 
Daniel M. Negari
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
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
 
511,885
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
511,885
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
511,885
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON
 
IN

 
2
 
CUSIP NO. 76658B100
 
1
NAME OF REPORTING PERSON
 
Michael R. Ambrose
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
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
 
469,157
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
469,157
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
469,157
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 76658B100
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 30, 2016, Daniel Negari made an offer, on behalf of XYZ, to acquire four of the Issuer’s under-monetized generic top-level domain names (gTLDs), .army, .dance, .dentist and .vet, for $5 million. The offer remains valid until the close of business on April 7, 2016. Mr. Negari also indicated that he is interested in additional of the Issuer’s gTLDs.
 
 
4
 
CUSIP NO. 76658B100
 
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: March 30, 2016


 
/s/ Daniel M. Negari
 
Daniel M. Negari


 
/s/ Michael R. Ambrose
 
Michael R. Ambrose

 
 
5