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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. 11)*
RightNow Technologies, Inc.
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
76657R106
(CUSIP Number)
Greg R. Gianforte
RightNow Technologies, Inc.
136 Enterprise Boulevard
Bozeman, MT 59718
(406) 522-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 2011
(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. o
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.
* The remainder of this cover page shall be filled out for a reporting persons 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)..
(Continued on following pages)
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CUSIP No. |
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76657R106 |
13D |
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2 |
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of |
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6 Pages |
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1 |
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Greg R. Gianforte |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 shares of Common Stock |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 shares of Common Stock |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.19% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. |
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76657R106 |
13D |
Page |
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3 |
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of |
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6 Pages |
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1 |
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Susan Gianforte |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 shares of Common Stock |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 shares of Common Stock |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,028,330 shares of Common Stock. See Items 4 and 5. |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.19% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. |
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76657R106 |
13D |
Page |
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4 |
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of |
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6 Pages |
Explanatory Note
This Amendment No. 11 to Schedule 13D (Amendment No. 11) amends and supplements the Schedule
13D that was originally filed on February 14, 2005, and that was amended and restated by Amendment
No. 1 filed on May 27, 2005, amended and supplemented by Amendment No. 2 filed on October 13, 2005,
amended and supplemented by Amendment No. 3 filed on December 15, 2005, amended and supplemented by
Amendment No. 4 filed on March 27, 2006, amended and supplemented by Amendment No. 5 filed on June
20, 2006, amended and supplemented by Amendment No. 6 filed on November 8, 2006, amended and
supplemented by Amendment No. 7 filed on December 14, 2006, amended and supplemented by Amendment
No. 8 filed on November 26, 2007, amended and supplemented by Amendment No. 9 filed on September
22, 2008 and amended and supplemented by Amendment No. 10 filed on December 16, 2008 (as amended,
restated and supplemented, the Schedule 13D) by Greg R. Gianforte and his spouse Susan Gianforte
(Mr. and Mrs. Gianforte). Mr. and Mrs. Gianforte are filing this Amendment No. 11 as a single
joint filing statement on Schedule 13D to update the information regarding their beneficial
ownership of shares of common stock, $0.001 par value per share (the Common Stock), of RightNow
Technologies, Inc., a Delaware corporation (the Company), as a result of the sale of shares of
Common Stock in the open market by the Second River Trust (as defined in the Schedule 13D). Except
as otherwise indicated, capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Schedule 13D.
Items 3, 4, 5 and 7 of the Schedule 13D are amended, supplemented and/or restated as set forth
below:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last
paragraph thereof:
On various dates between February 16, 2011 and March 3, 2011, the Second River Trust sold an
aggregate of 350,000 shares of Common Stock on the open market in multiple transactions at prices
ranging from $27.01 to $28.89.
Except as indicated above, the information set forth in Item 3 of the Schedule 13D remains
unchanged.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented by adding the following after the
twelfth paragraph thereof:
The sales of shares of Common Stock by the Second River Trust on various dates between
February 16, 2011 and March 3, 2011 were made pursuant to a Rule 10b5-1 plan for estate planning
purposes.
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CUSIP No. |
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76657R106 |
13D |
Page |
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5 |
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6 Pages |
Except as indicated above, the information set forth in Item 4 of the Schedule 13D remains
unchanged.
Item 5. Interest in Securities of the Issuer
Part (a) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as
follows:
(a) As of the date hereof, Mr. and Mrs. Gianforte beneficially own, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, an aggregate of 4,028,330 shares of Common Stock,
constituting approximately 12.19% of the total number of shares of the Companys Common Stock
outstanding. The approximate percentage of shares of Common Stock beneficially owned by Mr. and
Mrs. Gianforte is based upon 33,036,453 shares of the Companys Common Stock which is the total
number of shares of the Companys Common Stock outstanding as of April 18, 2011.
The amount disclosed as beneficially owned by Mr. and Mrs. Gianforte does not include an
aggregate of 3,112,050 shares of Common Stock held by the Gianforte Family Charitable Trust, a
tax-exempt private foundation. Mr. and Mrs. Gianforte disclaim beneficial ownership of the shares
held by such tax-exempt private foundation pursuant to Rule 13d-4 of the Securities Exchange Act of
1934.
Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains
unchanged.
Item 7. Material to Be Filed as Exhibits
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Joint Filing Agreement dated April 27, 2011 between Mr. and Mrs. Gianforte,
filed herewith as Exhibit 99.1. |
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2. |
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Powers of Attorney, filed herewith as Exhibit 99.2. |
Except as indicated above, the remaining information set forth in the Schedule 13D remains
unchanged.
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CUSIP No. |
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76657R106 |
13D |
Page |
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6 |
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of |
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6 Pages |
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.
/s/ Joshua W. Burnim, as Attorney-in-Fact for Greg R. Gianforte
Signature
Joshua W. Burnim, as Attorney-in-Fact for Greg R. Gianforte
Name/Title
/s/ Joshua W. Burnim, as Attorney-in-Fact for Susan Gianforte
Signature
Joshua W. Burnim, as Attorney-in-Fact for Susan Gianforte
Name/Title
The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner of the filing
person), evidence of the representatives authority to sign on behalf of such person shall be filed
with the statement: provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)