0001062993-21-011066.txt : 20211117 0001062993-21-011066.hdr.sgml : 20211117 20211117165009 ACCESSION NUMBER: 0001062993-21-011066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 GROUP MEMBERS: JONATHAN BROLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABSOLUTE SOFTWARE CORP CENTRAL INDEX KEY: 0001071058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91954 FILM NUMBER: 211421183 BUSINESS ADDRESS: STREET 1: 1055 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: 00000 BUSINESS PHONE: (604) 730-9851 MAIL ADDRESS: STREET 1: 1055 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Edenbrook Capital, LLC CENTRAL INDEX KEY: 0001666682 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-239-3117 MAIL ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Edenbrook Capital: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. _2_)

Absolute Software Corporation

(Name of Issuer)


Common Shares, no par value per share

(Title of Class of Securities)


00386B109

(CUSIP Number)

Jonathan Brolin

Edenbrook Capital, LLC

116 Radio Circle

Mount Kisco, NY 10549
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2021

(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(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.           00386B109


1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edenbrook Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3 SEC USE ONLY
 
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
4,002,728
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
4,002,728
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,002,728
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)
8.06%
14 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
       


Page 2

SCHEDULE 13D

CUSIP No.           00386B109


1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jonathan Brolin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [  ]
(b)  [  ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,002,728

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,002,728

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,002,728

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)

8.06%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

       


Page 3

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 7, 2021 (the "Original Schedule 13D") and Amendment No. 1 to the Original Schedule 13D filed with the SEC on October 29, 2021 ("Amendment No. 1"), and together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the ("Schedule 13D), with respect to the Common Shares, no par value (the "Common Stock"), of Absolute Software Corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3 and 5 as set forth below.

Item 3. Source and Amount of Funds or Other Considerations

Shares reported represent 4,002,728 shares of the Common Stock of the Issuer.

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $44,574,545.  The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 4,002,728 shares of Common Stock, constituting 8.06% of the shares of Common Stock, based upon 49,672,518 shares of Common Stock outstanding as of September 30, 2021, based on the information set forth in the Quarterly Report on form 6-K filed by the Issuer on November 10, 2021.

(b) Edenbrook and Mr. Brolin have the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 4,002,728 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 4,002,728 shares of Common Stock.

(c) The transactions by the Reporting Persons in the securities of the Issuer since last filing are set forth in Schedule A. All such transactions were carried out in open market transactions.

(d) No person other than the Reporting Persons and the private investment funds advised by Edenbrook are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fund and the other private investment funds advised by Edenbrook.             

(e) Not applicable



Page 4

Signature

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

Date: November 17, 2021

EDENBROOK CAPITAL, LLC

/s/ Jonathan Brolin___________

Name:  Jonathan Brolin

Title:  Managing Member

/s/ Jonathan Brolin                      
JONATHAN BROLIN


Page 5

Schedule A

Transaction Date

Transaction

Symbol

Shares

Price

11/2/2021

BY

ABST

      10,940

11.0855

11/2/2021

BY

ABST

      11,987

11.092

11/3/2021

BY

ABST

      12,115

11.0963

11/3/2021

BY

ABST

        2,500

11.0489

11/10/2021

BY

ABST

      30,000

10.9755

11/10/2021

BY

ABST

      20,000

10.8934

11/10/2021

BY

ABST

      40,000

11.0029

11/10/2021

BY

ABST

        2,500

11.0702

11/11/2021

BY

ABST

      70,000

10.5661

11/11/2021

BY

ABST

      70,000

10.5978

11/11/2021

BY

ABST

      50,000

10.5082

11/11/2021

BY

ABST

      36,520

10.6238

11/12/2021

BY

ABST

      30,000

10.1762

11/12/2021

BY

ABST

      10,000

10.1487

11/15/2021

BY

ABST

      20,000

9.9028

11/15/2021

BY

ABST

      68,430

9.9531

11/15/2021

BY

ABST

      20,000

9.8138

11/15/2021

BY

ABST

      50,000

9.9303

11/16/2021

BY

ABST

      10,000

9.6835

11/16/2021

BY

ABST

      20,000

9.6423

11/16/2021

BY

ABST

      20,000

9.6678

11/17/2021 BY ABST 2,840 9.7500