0001571049-16-012231.txt : 20160226 0001571049-16-012231.hdr.sgml : 20160226 20160226171401 ACCESSION NUMBER: 0001571049-16-012231 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20160226 DATE AS OF CHANGE: 20160226 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bazaarvoice Inc CENTRAL INDEX KEY: 0001330421 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 202908277 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87043 FILM NUMBER: 161463251 BUSINESS ADDRESS: STREET 1: 3900 N. CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-551-6000 MAIL ADDRESS: STREET 1: 3900 N. CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-9600 MAIL ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t1600115_sc13da.htm SCHEDULE 13D/A (AMENDMENT NO. 2)

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:

3235-0145

 

SCHEDULE 13D

Expires: February 28, 2009
 

(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)

 

Estimated average burden hours per response. . 14.5

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

Bazaarvoice, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
073271108
(CUSIP Number)
 
Michael R. Murphy
Discovery Group I, LLC
300 South Wacker Drive
Suite 600
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 24, 2016
(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 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).

 

 

 

 

CUSIP No. 073271108
 
  1.

Names of Reporting Persons.

Discovery Equity Partners, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  ¨
 
  3. SEC Use Only
 
  4.

Source of Funds (See Instructions)

WC

 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6.

Citizenship or Place of Organization

Illinois

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

None.

 
8.

Shared Voting Power

3,581,700

 
9.

Sole Dispositive Power

None.

 
7

Shared Dispositive Power

3,581,700

 

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,581,700

 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
 
  13.

Percent of Class Represented by Amount in Row (11)

4.4 %

 
  14.

Type of Reporting Person (See Instructions)

PN

 

 

 

 

CUSIP No.  073271108
 
  1.

Names of Reporting Persons.

Discovery Group I, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

None.

 
8.

Shared Voting Power

3,581,700

 
9.

Sole Dispositive Power

None.

 
10.

Shared Dispositive Power

3,581,700

 

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,581,700

 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
 
  13.

Percent of Class Represented by Amount in Row (11)

4.4 %

 
  14.

Type of Reporting Person (See Instructions)

IA

 

 

 

 

CUSIP No. 073271108
 
  1.

Names of Reporting Persons.

Daniel J. Donoghue

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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 of America

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

None.

 
8.

Shared Voting Power

3,581,700

 
9.

Sole Dispositive Power

None.

 
10.

Shared Dispositive Power

3,581,700

 

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,581,700

 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
 
  13.

Percent of Class Represented by Amount in Row (11)

4.4 %

 
  14.

Type of Reporting Person (See Instructions)

IN

 

 

 

 

CUSIP No. 073271108
 
  1.

Names of Reporting Persons.

Michael R. Murphy

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (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 of America

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

None.

 
8.

Shared Voting Power

3,581,700

 
9.

Sole Dispositive Power

None.

 
10.

Shared Dispositive Power

3,581,700

 

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,581,700

 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
 
  13.

Percent of Class Represented by Amount in Row (11)

4.4 %

 
  14.

Type of Reporting Person (See Instructions)

IN

 

 

 

 

Item 1. Security and Issuer
   
  This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Bazaarvoice, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 3900 N. Capital of Texas Highway, Suite 300, Austin, Texas 78746-3211. This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on March 20, 2015, as amended by that Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on August 3, 2015 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 2.
   
Item 3. Source and Amount of Funds or Other Consideration
   
 

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The total purchase price for the 3,581,700 shares of Common Stock beneficially owned by the Reporting Persons as of February 25, 2016 was approximately $24,245,020. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

   
Item 5. Interest in Securities of the Issuer
   
 

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The information concerning percentages of ownership set forth below is based on 81,323,084 shares of Common Stock outstanding as of December 2, 2015 in the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015.

 

Discovery Equity Partners beneficially owns 3,581,700 shares of Common Stock as of February 25, 2016, which represents 4.4% of the outstanding Common Stock.

 

Discovery Group beneficially owns 3,581,700 shares of Common Stock as of February 25, 2016, which represents 4.4% of the outstanding Common Stock.

 

Mr. Donoghue beneficially owns 3,581,700 shares of Common Stock as of February 25, 2016, which represents 4.4% of the outstanding Common Stock.

 

Mr. Murphy beneficially owns 3,581,700 shares of Common Stock as of February 25, 2016, which represents 4.4% of the outstanding Common Stock.

 

Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.

 

 

 

 

 

The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

 

The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on February 11, 2016.

 

No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

   
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 2 included as Exhibit 2 to this Amendment No. 2, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 2.

   
Item 7. Material to Be Filed as Exhibits
   
  Exhibit 1:         List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
  Exhibit 2:         Joint Filing Agreement dated as of February 26, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
  Exhibit 3:         Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
  Exhibit 4:         Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

 

 

 

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.

 

  February 26, 2016
 

Date

 

 

DISCOVERY GROUP I, LLC,

for itself and as general partner of

DISCOVERY EQUITY PARTNERS, L.P.

 

By: Michael R. Murphy*

  Signature
 

 

Michael R. Murphy, Managing Member

  Name/Title
   
  Daniel J. Donoghue*
  Signature
 

 

Daniel J. Donoghue

  Name/Title
   
  Michael R. Murphy*
  Signature
 

 

Michael R. Murphy

  Name/Title
   
  *By: /s/ Mark Buckley
 

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

 

 

 

 

Exhibit Index

 

Exhibit 1   List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
     
Exhibit 2   Joint Filing Agreement dated as of February 26, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3   Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
     
Exhibit 4   Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

 

EX-1 2 t1600115_ex1.htm EXHIBIT 1

 

 

EXHIBIT 1

 

TRANSACTIONS DURING PAST 60 DAYS

 

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the sale of shares on the Nasdaq Global Select Market. The prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

 

Date   Type   Price     Quantity
1/5/2016   Sale   $   4.1994 1   19000
1/6/2016   Sale   $   4.1460 2   25000
1/7/2016   Sale   $   4.0093 3   25000
1/8/2016   Sale   $   4.0093 4   6429
1/20/2016   Sale   $   3.3527 5   50000
1/21/2016   Sale   $   3.4924 6   39831
1/22/2016   Sale   $   3.6725 7   55000
1/25/2016   Sale   $   3.5309 8   35584
1/26/2016   Sale   $   3.5977 9   44794
1/27/2016   Sale   $   3.5611 10   24967
1/28/2016   Sale   $   3.5691 11   77222
1/29/2016   Sale   $   3.6292 12   34759
2/1/2016   Sale   $   3.6432 13   43100
2/2/2016   Sale   $   3.4833 14   77423
2/3/2016   Sale   $   3.5402 15   111615

 

1 Executed at prices ranging from 4.13 - 4.24

2 Executed at prices ranging from 4.10 - 4.18

3 Executed at prices ranging from 4.00 - 4.09

4 Executed at prices ranging from 4.00 - 4.11

5 Executed at prices ranging from 3.25 - 3.46

6 Executed at prices ranging from 3.40 - 3.56

7 Executed at prices ranging from 3.60 - 3.72

8 Executed at prices ranging from 3.50 - 3.63

9 Executed at prices ranging from 3.53 - 3.65

10 Executed at prices ranging from 3.52 - 3.60

11 Executed at prices ranging from 3.55 - 3.59

12 Executed at prices ranging from 3.62 - 3.65

13 Executed at prices ranging from 3.60 - 3.69

14 Executed at prices ranging from 3.46 - 3.61

15 Executed at prices ranging from 3.49 - 3.59

 

 

 

 

2/4/2016   Sale   $   3.6304 16   43100
2/5/2016   Sale   $   3.5139 17   86967
2/8/2016   Sale   $   2.9747 18   77300
2/9/2016   Sale   $   2.9796 19   152800
2/10/2016   Sale   $   3.0333 20   66396
2/11/2016   Sale   $   2.9995 21   38821
2/12/2016   Sale   $   2.9078 22   50000
2/16/2016   Sale   $   3.0213 23   38000
2/17/2016   Sale   $   3.0588 24   41900
2/18/2016   Sale   $   2.9789 25   40444
2/19/2016   Sale   $   3.0051 26   88981
2/22/2016   Sale   $   2.9929 27   25775
2/23/2016   Sale   $   2.9988 28   77133
2/24/2016   Sale   $   3.0342 29   39069
2/25/2016   Sale   $   3.0421 30   63500

 

16 Executed at prices ranging from 3.55 - 3.69

17 Executed at prices ranging from 3.47 - 3.55

18 Executed at prices ranging from 2.88 - 3.22

19 Executed at prices ranging from 2.92 - 3.03

20 Executed at prices ranging from 2.99 - 3.09

21 Executed at prices ranging from 2.96 - 3.02

22 Executed at prices ranging from 2.85 - 2.97

23 Executed at prices ranging from 2.97 - 3.04

24 Executed at prices ranging from 3.03 - 3.09

25 Executed at prices ranging from 2.96 - 3.05

26 Executed at prices ranging from 2.97 - 3.02

27 Executed at prices ranging from 2.98 - 3.01

28 Executed at prices ranging from 2.98 - 3.03

29 Executed at prices ranging from 2.98 - 3.06

30 Executed at prices ranging from 3.00 - 3.07

 

 

EX-2 3 t1600115_ex2.htm EXHIBIT 2

 

 

EXHIBIT 2

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No. 2 to Schedule 13D to which this Agreement is attached.

 

Dated:  February 26, 2016

 

  DISCOVERY GROUP I, LLC,
  for itself and as general partner of
  DISCOVERY EQUITY PARTNERS, L.P.
     
  By Michael R. Murphy*
    Michael R. Murphy
    Managing Member
     
  Daniel J. Donoghue*
  Daniel J. Donoghue
   
  Michael R. Murphy*
  Michael R. Murphy
     
  *By: /s/ Mark Buckley
    Mark Buckley
    Attorney-in-Fact for Daniel J. Donoghue
    Attorney-in-Fact for Michael R. Murphy

 

 

EX-3 4 t1600115_ex3.htm EXHIBIT 3

 

 

EXHIBIT 3

 

POWER OF ATTORNEY

 

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

 

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

 

  /s/ Daniel J. Donoghue
  Daniel J. Donoghue

 

STATE OF ILLINOIS )
  ) SS.
COUNTY OF COOK )

 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

 

Given under my hand and notarial seal, this 28th day of April, 2008.

 

  /s/ Kareema M. Cruz
  Notary Public

 

 

EX-4 5 t1600115_ex4.htm EXHIBIT 4

 

 

EXHIBIT 4

 

POWER OF ATTORNEY

 

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

 

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

 

  /s/ Michael R. Murphy
  Michael R. Murphy

 

STATE OF ILLINOIS )
  ) SS.
COUNTY OF COOK )

 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

 

Given under my hand and notarial seal, this 28th day of April, 2008.

 

  /s/ Kareema M. Cruz
  Notary Public