SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

(Amendment No. 4)

 

 

 

PALM, INC.

(Name of Issuer)

 

 

Common Stock, $.001 Par Value

(Title of class of securities)

 

 

69713P107

(CUSIP number)

 

 

Mark Nelson

275 Long Ranch Road

St. Helena, CA 94574

(707) 738-8941

With a copy to:

Steven Della Rocca, Esq.

Charles Nathan, Esq.

Latham & Watkins

885 Third Avenue

New York, NY 10022-4834

(212) 906-1200

(Name, address and telephone number of person authorized to receive notices and communications)

 

 

April 17, 2007

(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 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 for other parties to whom copies are to be sent.

(Continued on following pages)

 

(Page 1 of 5 Pages)

CUSIP No. 69713P107   13D   Page 2 of 5

 

  1  

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

            Mark Nelson and Dana Johnson, Joint Tenants with the Right of Survivorship

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ¨

(b)  ¨

    
  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:

 

            United States

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER:

 

                0

 

  8    SHARED VOTING POWER:

 

                6,177,816

 

  9    SOLE DISPOSITIVE POWER:

 

                0

 

10    SHARED DISPOSITIVE POWER:

 

                6,177,816

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

            6,177,816*

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

   ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

            6.00%1 (based on the number of shares of Common Stock outstanding as of March 30, 2007)

    
14  

TYPE OF REPORTING PERSON:

 

            IN

    

 

* Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mark Nelson and Dana Johnson that they are the beneficial owners of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. 1,741,884 of such shares are owned by the Cantus Foundation (the “Foundation”), of which Mark Nelson and Dana Johnson are directors. The Foundation was created and funded solely by Mark Nelson and Dana Johnson. Mr. Nelson and Ms. Johnson have no direct pecuniary interest in the Foundation, but control the investment decisions of the Foundation.

1

Adjusted to take into account Palm, Inc.’s two-for-one stock split effective March 14, 2006.

This Amendment No. 4 amends the Statement on Schedule 13D dated February 1, 2006, as amended and restated, filed by Mark Nelson on behalf of Mark Nelson and Dana Johnson, joint tenants with rights of survivorship, with respect to the common stock, $.001 par value per share, of Palm, Inc., a Delaware corporation. The Schedule 13D is hereby amended as follows:

 

Item 3. Source and Amount of Funds or Other Consideration

Personal funds in the amount of $94,165,617.

 

Item 5. Interest in Securities of the Issuer

(a) Mark Nelson and Dana Johnson, together with the Foundation, own 6,177,816 shares of Common Stock equivalent to approximately 6.00% of the Common Stock.

(b) Mark Nelson and Dana Johnson have the sole power to direct the vote of all such shares.

(c) Item 5(c) is hereby amended to add the following transactions in the Common Stock that were effected by the Reporting Person in the open market:

 

  (i) Sale by the Foundation of 56,000 shares at $16.00 per share on November 16, 2006;

 

  (ii) Sale by the Foundation of 105,000 shares at $13.58 per share on January 19, 2007;

 

  (iii) Sale by the Foundation of 5,000 shares at $17.76 per share on April 2, 2007;

 

  (iv) Sale by the Foundation of 295,126 shares at $17.96 per share on April 3, 2007;

 

  (v) Purchase by the Foundation of 341,400 shares at $17.17 per share on April 9, 2007;

 

  (vi) Sale by the Foundation of 64,800 shares at $17.09 per share on April 12, 2007;

 

  (vii) Purchase by the Foundation of 3,000 shares at $17.26 per share on April 12, 2007;

 

  (viii) Sale by the Foundation of 196,000 shares at $17.08 per share on April 16, 2007;

 

  (ix) Sale by the Foundation of 116,000 shares at $17.12 per share on April 17, 2007;

  (x) Sale by Mark Nelson and Dana Johnson of 597,900 shares at $14.83 per share on September 21, 2006;

 

  (xi) Sale by Mark Nelson and Dana Johnson of 98,000 shares at $15.00 per share on September 22, 2006;

 

  (xii) Purchase by Mark Nelson and Dana Johnson of 28,300 shares at $14.67 per share on September 25, 2006;

 

  (xiii) Purchase by Mark Nelson and Dana Johnson of 458,000 shares at $15.31 per share on October 11, 2006;

 

  (xiv) Purchase by Mark Nelson and Dana Johnson of 112,000 shares at $16.17 per share on October 12, 2006;

 

  (xv) Purchase by Mark Nelson and Dana Johnson of 200,000 shares at $16.20 per share on October 19, 2007;

 

  (xvi) Purchase by Mark Nelson and Dana Johnson of 5,000 shares at $16.21 per share on February 28, 2007;

 

  (xvii) Purchase by Mark Nelson and Dana Johnson of 186,700 shares at $18.08 per share on March 2, 2007;

 

  (xviii) Purchase by Mark Nelson and Dana Johnson of 26,500 shares at $17.83 per share on March 5, 2007;

 

  (xix) Sale by Mark Nelson and Dana Johnson of 25,900 shares at $18.09 per share on March 23, 2007;

 

  (xx) Purchase by Mark Nelson and Dana Johnson of 139,024 shares at $18.45 per share on March 27, 2007;

 

  (xxi) Sale by Mark Nelson and Dana Johnson of 138,792 shares at $18.41 per share on March 27, 2007;

 

  (xxii) Sale by Mark Nelson and Dana Johnson of 83,800 shares at $17.94 per share on April 4, 2007;

 

  (xxiii) Sale by Mark Nelson and Dana Johnson of 390,200 shares at $17.19 per share on April 9, 2007;

 

  (xxiv) Sale by Mark Nelson and Dana Johnson of 24,000 shares at $17.34 per share on April 13, 2007.

(d) Not applicable.

(e) Not applicable.

SIGNATURE

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

Date: April 17, 2007

 

/s/ Mark Nelson

Mark Nelson