Schedule 13D Amendment No. 6

-----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, RfZkc5kqoUfQirGbMjU7LG3NQ3nJB3KvGmZlslfp/zalbdwfn4VZGBi6Ci8v3GS4 RLR35QDfEDhZ2WLba0kXTQ== 0001193125-08-015573.txt : 20080130 0001193125-08-015573.hdr.sgml : 20080130 20080130171543 ACCESSION NUMBER: 0001193125-08-015573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COINSTAR INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52865 FILM NUMBER: 08561850 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE S E CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE S E CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 6) *

Coinstar, Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

19259P300

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 28, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).

SCHEDULE 13D


CUSIP No. 19259P300



1	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES	7	SOLE VOTING POWER 0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 2,209,110 Common Shares*

EACH REPORTING	9	SOLE DISPOSITIVE POWER 0

PERSON WITH	10	SHARED DISPOSITIVE POWER 2,209,110 Common Shares*



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,209,110 Common Shares*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.90%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 19259P300



1	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia



NUMBER OF SHARES	7	SOLE VOTING POWER 0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 981,652 Common Shares*

EACH REPORTING	9	SOLE DISPOSITIVE POWER 0

PERSON WITH	10	SHARED DISPOSITIVE POWER 981,652 Common Shares*



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 981,652 Common Shares*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.51%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 19259P300



1	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES	7	SOLE VOTING POWER 0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 149,493 Common Shares*

EACH REPORTING	9	SOLE DISPOSITIVE POWER 0

PERSON WITH	10	SHARED DISPOSITIVE POWER 149,493 Common Shares*



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,493 Common Shares*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 19259P300



1	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund GP, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES	7	SOLE VOTING POWER 0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 3,340,255 Common Shares*

EACH REPORTING	9	SOLE DISPOSITIVE POWER 0

PERSON WITH	10	SHARED DISPOSITIVE POWER 3,340,255 Common Shares*



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,340,255 Common Shares*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.95%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 19259P300



1	NAME OF REPORTING PERSONS. Shamrock Partners Activist Value Fund, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES	7	SOLE VOTING POWER 3,340,255 Common Shares*

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 0

EACH REPORTING	9	SOLE DISPOSITIVE POWER 3,340,255 Common Shares*

PERSON WITH	10	SHARED DISPOSITIVE POWER 0



11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,340,255 Common Shares*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.95%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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ITEM 1.

Security and Issuer.

This statement amends the Schedule 13D (the “Schedule 13D”), dated May 30, 2006, as amended by Amendment No. 1 dated January 26, 2007, Amendment No. 2 dated February 28, 2007, Amendment No. 3 dated June 7, 2007, Amendment No. 4 dated November 8, 2007 and Amendment No. 5 dated January 4, 2008 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of Coinstar, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 6 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Amended Schedule 13D.

1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3.

Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 267,255 Common Shares acquired by it since January 4, 2008 (the date the Schedule 13D was last amended) was $7,383,801 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 51,561 Common Shares acquired by it since January 4, 2008 (the date the Schedule 13D was last amended) was $1,424,544 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 160 Common Shares acquired by it since January 4, 2008 (the date the Schedule 13D was last amended) was $4,421 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

- 7 -

2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.

SAVF is the owner of 2,209,110 Common Shares, which represents approximately 7.90% of the issued and outstanding Common Shares. SAVF II is the owner of 981,652 Common Shares, which represents approximately 3.51% of the issued and outstanding Common Shares. SAVF III is the owner of 149,493 Common Shares, which represents approximately 0.54% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 3,340,255 Common Shares, which represents approximately 11.95% of the issued and outstanding Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 3,340,255 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 11.95% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 3,340,255 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 11.95% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 3,340,255 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 3,340,255 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assumes that 27,961,059 Common Shares were outstanding as of January 28, 2008, based on the information contained in the Company’s Report on
Form 10-Q filed with the United States Securities and Exchange Commission on November 9, 2007.

(c) Since January 4, 2008 (the date the Schedule 13D was last amended), SAVF, SAVF II and SAVF III acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 12 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

Except as set forth above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares since January 4, 2008 (the date the Schedule 13D was last amended).

- 8 -

(d) Not applicable.

(e) Not applicable.

3. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7.

Material to be Filed as Exhibits.


		Document
Exhibit 12	—	Schedule of Transactions
Exhibit 13	—	Joint Filing Agreement, dated May 30, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

- 9 -

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 29, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

Exhibit Index


		Document
Exhibit 12	—	Schedule of Transactions
Exhibit 13	—	Joint Filing Agreement, dated May 30, 2006 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-12 2 dex12.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 12

Schedule of Transactions


Shamrock Activist Value Fund, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*	Total Purchase Price
01/07/08	41,893	$27.6088	$1,156,615
01/11/08	41,893	$26.4583	$1,108,418
01/14/08	41,893	$27.0529	$1,133,327
01/18/08	33,514	$26.2304	$879,087
01/22/08	33,514	$26.6446	$892,967
01/28/08	41,893	$29.6082	$1,240,376
01/29/08	32,655	$29.7967	$973,011

Total	267,255		$7,383,801

Shamrock Activist Value Fund II, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*	Total Purchase Price
01/07/08	8,082	$27.6088	$223,134
01/11/08	8,082	$26.4583	$213,836
01/14/08	8,082	$27.0529	$218,642
01/18/08	6,466	$26.2304	$169,606
01/22/08	6,466	$26.6446	$172,284
01/28/08	8,082	$29.6082	$239,293
01/29/08	6,301	$29.7967	$187,749

Total	51,561		$1,424,544



Shamrock Activist Value Fund III, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*	Total Purchase Price
01/07/08	25	$27.6088	$690
01/11/08	25	$26.4583	$661
01/14/08	25	$27.0529	$676
01/18/08	20	$26.2304	$525
01/22/08	20	$26.6446	$533
01/28/08	25	$29.6082	$740
01/29/08	20	$29.7967	$596

Total	160		$4,421

*	Excludes Brokerage Commissions

EX-13 3 dex13.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 13

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Coinstar, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: May 30, 2006


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

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