0001193125-15-033859.txt : 20150204 0001193125-15-033859.hdr.sgml : 20150204 20150204172229 ACCESSION NUMBER: 0001193125-15-033859 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150204 DATE AS OF CHANGE: 20150204 GROUP MEMBERS: STEVEN MCINTYRE GROUP MEMBERS: TODD STEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spok Holdings, Inc CENTRAL INDEX KEY: 0001289945 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 161694797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80173 FILM NUMBER: 15576489 BUSINESS ADDRESS: STREET 1: 6850 VERSAR CENTER, STREET 2: SUITE 420 CITY: SPRINGFIELD STATE: VA ZIP: 22151 BUSINESS PHONE: 800-611-8488 MAIL ADDRESS: STREET 1: 6850 VERSAR CENTER, STREET 2: SUITE 420 CITY: SPRINGFIELD STATE: VA ZIP: 22151 FORMER COMPANY: FORMER CONFORMED NAME: USA Mobility, Inc DATE OF NAME CHANGE: 20040719 FORMER COMPANY: FORMER CONFORMED NAME: Wizards-Patriots Holdings, Inc. DATE OF NAME CHANGE: 20040512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Braeside Investments, LLC CENTRAL INDEX KEY: 0001427683 IRS NUMBER: 200880944 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214.276.9001 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G/A 1 d868093dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Spōk Holdings, Inc. (f/k/a ) USA Mobility, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

84863T106

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

CUSIP No. 84863T106   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Braeside Investments, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5      

SOLE VOTING POWER

 

1,903,447

     6   

SHARED VOTING POWER

 

0

     7   

SOLE DISPOSITIVE POWER

 

1,903,447

     8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,447

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.8% **

12  

TYPE OF REPORTING PERSON*

 

IA, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2

 

CUSIP No. 84863T106   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Steven McIntyre

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5      

SOLE VOTING POWER

 

0

     6   

SHARED VOTING POWER

 

1,903,447

     7   

SOLE DISPOSITIVE POWER

 

0

     8   

SHARED DISPOSITIVE POWER

 

1,903,447

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,447

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.8% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3

 

CUSIP No. 84863T106   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Todd Stein

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5      

SOLE VOTING POWER

 

0

     6   

SHARED VOTING POWER

 

1,903,447

     7   

SOLE DISPOSITIVE POWER

 

0

     8   

SHARED DISPOSITIVE POWER

 

1,903,447

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,447

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.8% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

4

SCHEDULE 13G/A

This Amendment No. 3 (this “Amendment”) to the Schedule 13G initially filed on February 2, 2012, as subsequently amended on February 4, 2013, as subsequently amended on February 13, 2014 (collectively, the “Schedule 13G”) relates to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Spōk Holdings, Inc. (f/k/a USA Mobility, Inc.), a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Braeside Investments, LLC (“Braeside Investments”), a Texas limited liability company, as the investment manager to certain private pooled investment vehicles and managed accounts (collectively, the “Funds”), (ii) Steven McIntyre, as a principal of Braeside Investments, and (iii) Todd Stein, as a principal of Braeside Investments (the persons mentioned in (i), (ii) and (iii) are collectively referred to herein as the “Reporting Persons”). All shares of Common Stock are held by the Funds.

This Amendment amends and restates the Schedule 13G as set forth below.

 

Item 1(a) Name of Issuer.

Spōk Holdings, Inc. (f/k/a USA Mobility, Inc.)

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

6850 Versar Center, Suite 420

Springfield, Virginia 22151-4148

 

Item 2(a) Name of Person Filing.

(i) Braeside Investments, LLC (“Braeside Investments”), (ii) Steven McIntyre and (iii) Todd Stein.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

5430 LBJ Freeway, Suite 1555

Dallas, Texas 75240.

 

Item 2(c) Citizenship or Place of Organization.

Braeside Investments is a Texas limited liability company. Mr. McIntyre and Mr. Stein are United States citizens.

 

Item 2(d) Title of Class of Securities.

Common Stock, par value $0.0001 per share (the “Common Stock”).

 

5

Item 2(e) CUSIP Number.

84863T106

 

Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)    x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) The Reporting Persons may be deemed the beneficial owners of 1,903,447 shares of Common Stock held by the Funds.

 

  (b) The Reporting Persons may be deemed the beneficial owners of 8.8% of the outstanding shares of Common Stock. This percentage was calculated by dividing (i) the number of shares of Common Stock reported in Item 4(a) held by the Reporting Persons by (ii) 21,682,845, the number of shares of Common Stock issued and outstanding as of October 24, 2014, as reported in the Issuer’s Form 10-Q filed on October 30, 2014 with the Securities and Exchange Commission.

 

  (c) The Reporting Persons have the power to vote and dispose of the 1,903,447 shares of Common Stock held by the Funds.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

6

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7

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: February 4, 2015

 

Braeside Investments, LLC
By:  

/s/ Steven McIntyre

Name:   Steven McIntyre
Title:   Manager

/s/ Steven McIntyre

Steven McIntyre

/s/ Todd Stein

Todd Stein

 

8