UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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KIT digital, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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482470200
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(CUSIP Number)
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Seth W. Hamot
Costa Brava Partnership III L.P.
222 Berkeley Street
Boston, MA 02116
(617) 595-4400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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with copies to:
Jeffrey R. Katz, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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June 11, 2012
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(Date of Event which Requires Filing of this Statement)
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1.
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NAME OF REPORTING PERSON
Costa Brava Partnership III L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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3,250,000
|
|
8.
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SHARED VOTING POWER
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-0-
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||
9.
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SOLE DISPOSITIVE POWER
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3,250,000
|
||
10.
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SHARED DISPOSITIVE POWER
|
-0-
|
||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,250,000
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%*
|
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14.
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TYPE OF REPORTING PERSON
PN
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1.
|
NAME OF REPORTING PERSON
Roark, Rearden & Hamot, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
Not Applicable
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,250,000*
|
|
8.
|
SHARED VOTING POWER
|
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
|
3,250,000*
|
||
10.
|
SHARED DISPOSITIVE POWER
|
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,250,000*
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.9%**
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAME OF REPORTING PERSON
Seth W. Hamot
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
Not Applicable
|
|||
5.
|
CHECK BOX 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
|
3,376,000*
|
|
8.
|
SHARED VOTING POWER
|
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
|
3,376,000*
|
||
10.
|
SHARED DISPOSITIVE POWER
|
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,376,000*
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.1%**
|
||
14.
|
TYPE OF REPORTING PERSON
IN, HC
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Item 2.
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Identity and Background
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Item 4.
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Purpose of Transaction
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COSTA BRAVA PARTNERSHIP III L.P.
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By:
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Roark, Rearden & Hamot, LLC, its General Partner
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By:
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/s/ Seth W. Hamot
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Name: Seth W. Hamot
Title: President
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ROARK, REARDEN & HAMOT, LLC
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By:
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/s/ Seth W. Hamot
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Name: Seth W. Hamot
Title: President
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SETH W. HAMOT
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By:
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/s/ Seth W. Hamot
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