* |
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.
|
1
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NAMES OF REPORTING PERSONS
|
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||
ESW Capital, LLC
|
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
||
(b)
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☒
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||||
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||||
3
|
SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, AF
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
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1,803,574
|
|
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|||
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||||
8
|
SHARED VOTING POWER
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||
|
|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,803,574
|
|
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|||
|
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
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||
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|
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,803,574
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
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||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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6.0%*
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|||
|
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
OO
|
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|||
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*
|
Based upon 30,099,717 shares of common stock of the issuer (“Common Stock”) as of April 20, 2021, as reported in the issuer’s
Definitive Proxy Statement on Form DEF 14A filed on April 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Joseph A. Liemandt
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
U.S.A |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,803,574
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,803,574
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,803,574
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.0%* |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN/HC |
|
|
|||
|
|
*
|
Based upon 30,099,717 shares of Common Stock as of April 20, 2021, as reported in the issuer’s Definitive Proxy Statement on Form DEF 14A filed on April 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DevFactory FZ-LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Dubai
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,803,574
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,803,574
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,803,574
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
*
|
Based upon 30,099,717 shares of Common Stock as of April 20, 2021, as reported in the issuer’s Definitive Proxy Statement on Form DEF 14A filed on April 30, 2021.
|
ITEM 2. |
IDENTITY AND BACKGROUND.
|
(i) |
ESW Capital, LLC, a Delaware limited liability company (“ESW”);
|
(ii) |
Joseph A. Liemandt, a natural person and citizen of the United States (“Liemandt”); and
|
(iii) |
DevFactory FZ-LLC, a Dubai free zone limited liability company and a controlled subsidiary of ESW (“DevFactory”).
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER.
|
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit A |
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
ESW CAPITAL, LLC
|
||
By:
|
/s/ Andrew S. Price
|
|
Name:
|
Andrew S. Price
|
|
Title:
|
Chief Financial Officer
|
JOSEPH A. LIEMANDT
|
||
By:
|
/s/ Andrew S. Price
|
|
Name:
|
Andrew S. Price
|
|
Title:
|
Attorney-In-Fact for Joseph A. Liemandt
|
DEVFACTORY FZ-LLC
|
||
By:
|
/s/ Rahul Subramaniam
|
|
Name:
|
Rahul Subramaniam
|
|
Title:
|
Manager
|
ESW CAPITAL, LLC
|
||
By:
|
/s/ Andrew S. Price
|
|
Name:
|
Andrew S. Price
|
|
Title:
|
Chief Financial Officer
|
JOSEPH A. LIEMANDT
|
||
By:
|
/s/ Andrew S. Price
|
|
Name:
|
Andrew S. Price
|
|
Title:
|
Attorney-In-Fact for Joseph A. Liemandt
|
DEVFACTORY FZ-LLC
|
||
By:
|
/s/ Rahul Subramaniam
|
|
Name:
|
Rahul Subramaniam
|
|
Title:
|
Manager
|