SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )
Rightside Group, Ltd.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76658B100
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
April 20, 2017
(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.
(Continued on following pages)
(Page 1 of 8 Pages)
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* 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.
CUSIP No. 76658B100 | Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (see instructions) WC/OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER* 1,704,805 |
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8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER* 1,704,805 |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,805 |
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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 8.68%* |
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14 |
TYPE OF REPORTING PERSON IA |
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* Based on information set forth on the Form 10-K of Rightside Group, Ltd., (the “Company”) as filed with the Securities and Exchange Commission on March 15, 2017, there were 19,639,505 shares of Common Stock par value $0.0001 per share (the “Shares”), of the Company issued and outstanding as of March 2, 2017.
As of April 19, 2017 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 1,704,805 Shares.
CUSIP No. 76658B100 | Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (see instructions) WC/OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER* 1,704,805 |
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8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER* 1,704,805 |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,805 |
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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 8.68%* |
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14 |
TYPE OF REPORTING PERSON IN |
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* Based on information set forth on the Form 10-K of Company as filed with the Securities and Exchange Commission on March 15, 2017, there were 19,639,505 shares of Common Stock par value $0.0001 per Share of Company issued and outstanding as of March 2, 2017.
As of Reporting Date Investment Vehicles held in the aggregate 1,704,805 Shares.
CUSIP No. 76658B100 | Page 4 of 8 Pages |
Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, Tristan Offshore, the Cannell SMAs, and the investor sub-adviser for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer | |||||||||||
The title of the class of equity securities to which this Schedule 13D relates is
the Common Stock par value $0.0001 per share of Rightside Group, Ltd.,
a Delaware corporation. The address of the principal executive offices of the Company is 5808 Lake Washington Blvd. NE, Suite 300, Kirkland, WA 98033. |
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Item 2. Identity and Background | |||||||||||
a) |
The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-adviser for the Cuttyhunk Master Portfolio and investment adviser to the Cannell SMAs and to the following entities: Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person. |
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b) |
The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 |
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c) |
The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities. |
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d) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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e) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
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f) |
The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company. |
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Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: The Cuttyhunk Master Portfolio: $1,791,515 Tonga Partners, L.P.: $5,750,843 Tristan Partners, L.P.: $4,355,775 Tristan Offshore Fund, Ltd.: $2,100,012 Cannell SMAs: $420,353 The Investment Vehicles have invested an aggregate amount of approximately $14,418,498 in the Shares. |
CUSIP No. 76658B100 | Page 5 of 8 Pages |
Item 4. Purpose of Transaction | |||||||||||
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Item 5. Interest in Securities of the Issuer | |||||||||||
Based on information set forth in the Company's Form 10-K as filed with the Securities and Exchange Commission on March 15, 2017, there were 19,639,505 Common Shares issued and outstanding as of March 2, 2017. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 1,704,805 Shares, or approximately 8.68% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles). |
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Entity | Date | Quantity | Price Per Share |
Form Of Transaction |
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None |
CUSIP No. 76658B100 | Page 6 of 8 Pages |
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.
Dated: April 20, 2017
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
CUSIP No. 76658B100 | Page 7 of 8 Pages |
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
J. Carlo Cannell | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Cannell Capital LLC | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Tonga Partners, L.P. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
The Cuttyhunk Master Portfolio | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Subadviser Investment Management Wyoming, United States (1) |
Tristan Partners, L.P. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
Tristan Offshore Fund, Ltd. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
CUSIP No. 76658B100 | Page 8 of 8 Pages |
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; |
2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: April 20, 2017
By: /s/ J. Carlo Cannell Name: J. Carlo Cannell |
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
April 20, 2017 - Cannell Capital LLC (“Cannell”) announces today that it intends to vote “No” on the Board’s recommendations at the Annual General Meeting of Rightside Group, Ltd. (NASDAQ: NAME) shareholders to be held on June 2, 2017 at the Woodmark Hotel in Kirkland, Washington at 1:30PM PT.
Cannell intends to withhold votes from all incumbent directors of NAME. Specifically, and emphatically, it urges all shareholders to vote as follows:
Election of Diane M. Irvine | AGAINST |
Election of Robert J. Majteles | AGAINST |
Election of Taryn J. Naidu | AGAINST |
Ratification of PricewaterhouseCoopers LLP as NAME’s auditor | FOR |
J. Carlo Cannell has been investing in small capitalization stocks for over 35 years. The majority of Cannell’s investments are collaborative. Easier money is made investing in companies whose officers and directors do not need to be told what to do. As such, Cannell enjoys a warm and constructive relationship with the incumbent board of directors of most of its holdings.
Clients advised by Cannell own more than 8.5% of shares outstanding of NAME.
When the behavior of an incumbent board is egregious, self-serving and contrary to the best interests of all shareholders, Cannell feels compelled to take on the responsibilities of an activist investor, however.
Two specific examples of companies where Cannell decided to run a “Vote No” campaign are Envivio, Inc. and Telecommunication Systems, Inc. (“TSYS”). The Boards of Directors of both companies were exhibiting the same shareholder value-destroying behavior as the Board of Rightside exhibits today. Both Boards fought Cannell’s “Vote No” campaign vigorously. However, shareholders of both companies sent a message to their Boards by voting no. The result of Cannell’s efforts at both companies was an unlocking of shareholder value that benefitted ALL shareholders, not just Cannell. Between the the filing of Cannell’s first 13D and the company’s later sale, Envivio and TSYS investors enjoyed returns of 150% and 139%, respectively.
For the “Vote No” campaign at both Envivio and TSYS, Cannell engaged the two premier service providers supporting activist investors (Redge Global and March Intelligence Research).
Shareholders of Rightside who want to learn more about how a “Vote No” campaign can unlock value and benefit ALL shareholders are encouraged to explore the web sites created for the “Vote No” campaign at Envivio and TSYS.
http://www.concernedenvivioshareholders.com/
http://www.concernedtsysshareholders.com/
To prosecute a successful “Vote No” campaign at Rightside, Cannell has prepared presentations that highlight severe errors of judgment by principals and affiliates of Oak Investment Partners, a representative of which currently serves on the Board of Rightside. Cannell is preparing to release these presentations to Rightside shareholders by and by.
It is time for the Board of Rightside to enjoy truly independent and rigorous representation. Cannell has selected ten (10) shareholder-friendly experienced operating executives who would, in Cannell’s opinion, make excellent Board members of Rightside. None of the ten potential board members are Cannell employees. Cannell calls upon the incumbent Board of Rightside to interview all ten of these successful operating executives and select the best three of them to add them to the Board.
If you would like to discuss Cannell Capital’s successful “Vote No” campaign at Envivio or at TSYS or if you would like to discuss today’s campaign at Rightside, please contact Stephen Wagstaff at 307-733-2284 or info@cannellcap.com.
END