0001104659-20-020216.txt : 20200213 0001104659-20-020216.hdr.sgml : 20200213 20200213162728 ACCESSION NUMBER: 0001104659-20-020216 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: DANIEL MACK GROUP MEMBERS: WILMOT B. HARKEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QAD INC CENTRAL INDEX KEY: 0001036188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770105228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57385 FILM NUMBER: 20611032 BUSINESS ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 8055666000 MAIL ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 IRS NUMBER: 201151760 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-404-1172 MAIL ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 SC 13G/A 1 tm207751d20_sc13g.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

QAD Inc.

(Name of Issuer)

 

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

 

74727D306

(CUSIP Number)

 

December 31, 2019

(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)

 

*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 the 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

Page 1 of 7 Pages

 

 

 

 

 

CUSIP NO.  74727D306 Page 2 of 7 Pages

 

CUSIP No.  74727D306
(1) Names of reporting persons Nantahala Capital
Management, LLC
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only  
(4) Citizenship or place of organization MA
Number of shares beneficially owned by each reporting person with:  
(5) Sole voting power 0
(6) Shared voting power 1,250,722
(7) Sole dispositive power 0
(8) Shared dispositive power 1,250,722
(9) Aggregate amount beneficially owned by each reporting person 1,250,722
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  
(11) Percent of class represented by amount in Row (9) 7.3%
(12) Type of reporting person (see instructions) IA

 

 

 

 

CUSIP NO.  74727D306 Page 3 of 7 Pages

 

CUSIP No. 74727D306
(1) Names of reporting persons Wilmot B. Harkey
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only  
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:  
(5) Sole voting power 0
(6) Shared voting power 1,250,722
(7) Sole dispositive power 0
(8) Shared dispositive power 1,250,722
(9) Aggregate amount beneficially owned by each reporting person 1,250,722
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  
(11) Percent of class represented by amount in Row (9) 7.3%
(12) Type of reporting person (see instructions) HC

 

 

 

 

CUSIP NO.  74727D306 Page 4 of 7 Pages

 

CUSIP No.  74727D306
(1) Names of reporting persons Daniel Mack
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only  
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:  
(5) Sole voting power 0
(6) Shared voting power 1,250,722
(7) Sole dispositive power 0
(8) Shared dispositive power 1,250,722
(9) Aggregate amount beneficially owned by each reporting person 1,250,722
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  
(11) Percent of class represented by amount in Row (9) 7.3%
(12) Type of reporting person (see instructions) HC

 

Item 1(a). Name of Issuer:
   
 

QAD Inc.  (the “Issuer”).

   
Item 1(b). Address of the Issuer's Principal Executive Offices:
   
 

100 Innovation Place, Santa Barbara, California 93108

   
Item 2(a). Name of Person Filing
   
 

Nantahala Capital Management, LLC (“Nantahala”)

Wilmot B. Harkey

Daniel Mack (together the “Reporting Persons”)

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

130 Main St. 2nd Floor

New Canaan, CT 06840

 

Item 2(c). Citizenship:
   
 

Nantahala is a Massachusetts limited liability company.

Each of Messrs. Harkey and Mack is a citizen of the United States of America.

   
Item 2(d).

Title of Class of Securities:

 

Class A Common Stock, $0.001 par value (the “Shares”).

 

 

 

 

CUSIP NO.  74727D306 Page 5 of 7 Pages

 

Item 2(e). CUSIP Number:
 

 

74727D306

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 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 adviser 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 associations 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:

   
Item 4(a).

Amount Beneficially Owned:

 

As of December 31, 2019, Nantahala may be deemed to be the beneficial owner of 1,250,722 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.

   
Item 4(b).

Percent of Class:

 

As of December 31, 2019, each of the Reporting Persons may be deemed to be the beneficial owner of 7.3% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10-Q filed December 10, 2019, there were 17,029,822 Shares outstanding as of November 30, 2019).

 

 

 

 

CUSIP NO.  74727D306 Page 6 of 7 Pages

 

Item 4(c). Number of shares as to which such person has:

 

 

Nantahala Capital Management, LLC

 

  (i) Sole power to vote or direct the vote 0
  (ii) Shared power to vote or to direct the vote 1,250,722
  (iii) Sole power to dispose or to direct the disposition of 0

 (iv) Shared power to dispose or to direct the disposition of 1,250,722

 

 

Each of Messrs. Harkey and Mack:

 

  (i) Sole power to vote or direct the vote 0
  (ii) Shared power to vote or to direct the vote 1,250,722
  (iii) Sole power to dispose or to direct the disposition of 0
  (iv) Shared power to dispose or to direct the disposition of 1,250,722

 

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

This Item 5 is not applicable.

 

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

This Item 6 is not applicable.

   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
  Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E).  See Item 4(a).
   
Item 8. Identification and Classification of Members of the Group:
   
  This Item 8 is not applicable.
   
Item 9. Notice of Dissolution of Group:
   
  This Item 9 is not applicable.

 

 

 

 

CUSIP NO.  74727D306 Page 7 of 7 Pages

 

Item 10. Certification:
   
 

By signing below each Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are 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 such purpose or effect.

 

SIGNATURES

 

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

 

Date:  February 13, 2020 NANTAHALA CAPITAL MANAGEMENT, LLC
     
  By: /s/ Paul E. Rehm
    Paul E. Rehm
    Chief Compliance Officer
     
  /s/ Wilmot B. Harkey
  Wilmot B. Harkey
     
  /s/ Daniel Mack
  Daniel Mack