0000904454-15-000035.txt : 20150123 0000904454-15-000035.hdr.sgml : 20150123 20150123135458 ACCESSION NUMBER: 0000904454-15-000035 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150123 DATE AS OF CHANGE: 20150123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Comverse, Inc. CENTRAL INDEX KEY: 0001549872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043398741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87049 FILM NUMBER: 15544829 BUSINESS ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-246-9000 MAIL ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Obsidian Management LLC CENTRAL INDEX KEY: 0001476276 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 400 EAST 84TH ST. #39C CITY: NEW YORK STATE: NY ZIP: 10028 BUSINESS PHONE: 917-327-2783 MAIL ADDRESS: STREET 1: 400 EAST 84TH ST. #39C CITY: NEW YORK STATE: NY ZIP: 10028 SC 13G 1 s13g_012315comverse.htm SCHEDULE 13G FOR OBSIDIAN MANAGEMENT LLC FOR COMVERSE, INC. Unassociated Document
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*


COMVERSE, INC.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
20585P105
(CUSIP Number)
 
January 14, 2015
(Date of Event Which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]
Rule 13d-1(b)
 
[X]
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 in 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. 20585P105


1.
NAMES OF REPORTING PERSONS
 
Obsidian Management LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
836,004
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
836,004
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
836,004
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.8%*
12.
TYPE OF REPORTING PERSON
 
OO
 
* Based on 21,910,740 shares of Common Stock outstanding as of December 1, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2014 filed with the Securities and Exchange Commission on December 10, 2014.
 
 
 
 

 
2
 
 

CUSIP No. 20585P105


1.
NAMES OF REPORTING PERSONS
 
Carl D. Berg, individually and as trustee of the Carl Berg GST Exempt 2012 Trust and Berg Family 2010 Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [X]
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
 
80,800
6.
SHARED VOTING POWER
 
1,050,744*
7.
SOLE DISPOSITIVE POWER
 
80,800
8.
SHARED DISPOSITIVE POWER
 
1,050,744*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,131,544
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2%**
12.
TYPE OF REPORTING PERSON
 
IN, OO
 
* Consists of (i) 836,004 shares held by Obsidian Management LLC, of which Mr. Berg is a member, and (ii) 214,740 shares of Common Stock held in accounts over which Mr. Berg exercises investment discretion (including those of the Carl Berg GST Exempt 2012 Trust and Berg Family 2010 Trust).
 
**Based on 21,910,740 shares of Common Stock outstanding as of December 1, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2014 filed with the Securities and Exchange Commission on December 10, 2014.
 
 

 

 
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CUSIP No. 20585P105
 

1.
NAMES OF REPORTING PERSONS
 
Carl Berg GST Exempt 2012 Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
185,500
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
185,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
185,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.8%*
12.
TYPE OF REPORTING PERSON
 
OO
 
*  Based on 21,910,740 shares of Common Stock outstanding as of December 1, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2014 filed with the Securities and Exchange Commission on December 10, 2014.
 
 

 
 

 
4
 

 
CUSIP No. 20585P105
 
 
1.
NAMES OF REPORTING PERSONS
 
Berg Family 2010 Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [   ]
(b)  [X]
3.
SEC USE ONLY
 
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
22,500   
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
22,500
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,500
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%*
12.
TYPE OF REPORTING PERSON
 
OO

 
* Based on 21,910,740 shares of Common Stock outstanding as of December 1, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2014 filed with the Securities and Exchange Commission on December 10, 2014..
 
 

 
 
 
5
 
 
 
 
CUSIP No. 20585P105
SCHEDULE 13G
 
Item 1.
 
  
(a)
Name of Issuer:
 
 
Comverse, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
200 Quannapowitt Parkway, Wakefield, MA  01880
 
Item 2.
 
  
(a)
Name of Person Filing:
 
 
This statement is filed on behalf of (i) Obsidian Management LLC, a Delaware limited liability company, (ii) Carl D. Berg, (iii) the Carl Berg GST Exempt 2012 Trust, a New York trust, and  (iv) the Berg Family 2010 Trust, a New York trust (each, a “Reporting Person” and collectively, the “Reporting Persons”).
 
 
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of Securities Exchange Act of 1934, as amended (the “Exchange Act”), although neither the fact of this filing nor anything contained herein shall be construed as an admission by the Reporting Persons that a group exists or that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement other than those that he or it directly beneficially owns.
 
 
The agreement among  the Reporting Persons to file this statement jointly in accordance with Rule 13d 1(k) under the Exchange Act is attached hereto as Exhibit 1.
 
(b)
Address of Principal Business Office or, if none, Residence:
 
 
9 East 84th Street, New York, New York  10028
 
(c)
Citizenship:
 
 
Obsidian Management LLC is organized under the laws of Delaware. The Carl Berg GST Exempt 2012 Trust and the Berg Family 2010 Trust are organized under the laws of New York. Carl D. Berg is a United States citizen.
 
(d)
Title of Class of Securities:
 
 
Common Stock, $0.01 par value per share
 
(e)
CUSIP Number:
 
 
20585P105
 
Item 3.
Statements filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c)
 
 
Not applicable.
 
 
 
 

 
 
6
 

 
CUSIP No. 20585P105

Item 4.
Ownership.
 
(a) through (c)
 
 
The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10.
 Certifications.
 
 
By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 

 
7
 

 
CUSIP No. 20585P105

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

Dated:  January 22, 2015

 
 
OBSIDIAN MANAGEMENT LLC   
 
 
By:
/s/ Carl D. Berg
   
Name:  Carl D. Berg
Title:    Member
 
 
 
/s/ Carl D. Berg
 
CARL D. BERG
 
 
 
/s/ Carl D. Berg
 
CARL D. BERG, as trustee of the CARL BERG GST EXEMPT
2012 TRUST and the BERG FAMILY 2010 TRUST

 

 

 
8
 
 
 
CUSIP No. 20585P105
Exhibit 1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of them.
 
Dated:  January 22, 2015
 
 
OBSIDIAN MANAGEMENT LLC   
 
 
By:
/s/ Carl D. Berg
   
Name:  Carl D. Berg
Title:    Member
 
 
 
/s/ Carl D. Berg
 
CARL D. BERG
 
 
 
/s/ Carl D. Berg
 
CARL D. BERG, as trustee of the CARL BERG GST EXEMPT
2012 TRUST and the BERG FAMILY 2010 TRUST

 
 
 

 
9