0000902664-16-008124.txt : 20160914 0000902664-16-008124.hdr.sgml : 20160914 20160914061918 ACCESSION NUMBER: 0000902664-16-008124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160914 DATE AS OF CHANGE: 20160914 GROUP MEMBERS: AVI CAPITAL PARTNERS, LP GROUP MEMBERS: AVI CAPITAL YANKEE, LP GROUP MEMBERS: AVI MANAGEMENT, LLC GROUP MEMBERS: DARREN C. WALLIS GROUP MEMBERS: JAMES A. DUNN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YuMe Inc CENTRAL INDEX KEY: 0001415624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87912 FILM NUMBER: 161884152 BUSINESS ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 BUSINESS PHONE: 650-591-9400 MAIL ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Yume Inc DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVI Partners, LLC CENTRAL INDEX KEY: 0001603432 IRS NUMBER: 900886983 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARKVIEW TOWER STREET 2: 1150 1ST AVENUE, SUITE 450 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: (610) 354-8396 MAIL ADDRESS: STREET 1: PARKVIEW TOWER STREET 2: 1150 1ST AVENUE, SUITE 450 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 SC 13D/A 1 p16-1815sc13da.htm YUME INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(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)

 

(Amendment No. 8)1

 

YuMe, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

98872B104

(CUSIP Number)

 

DARREN C. WALLIS

AVI PARTNERS, LLC

555 E. Lancaster Avenue

Suite 520

Radnor, Pennsylvania 19087

(610) 816-6660

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 25, 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.

 

 

_______________

1              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. 98872B104SCHEDULE 13D/A Page 2 of 9 Pages

 

  

1

NAME OF REPORTING PERSON

 

AVI CAPITAL YANKEE, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

3,003,560

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

3,003,560

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,003,560

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

PN

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 3 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

 

AVI CAPITAL PARTNERS, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

39,102

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

39,102

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,102

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

14

TYPE OF REPORTING PERSON

 

PN

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 4 of 9 Pages

 

 

 

1

NAME OF REPORTING PERSON

 

AVI MANAGEMENT, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

3,042,662

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

3,042,662

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,042,662

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.8%

14

TYPE OF REPORTING PERSON

 

OO

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 5 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

 

AVI PARTNERS, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

3,613,262

8

SHARED VOTING POWER

 

- 0 -

9

SOLE DISPOSITIVE POWER

 

3,613,262

10

SHARED DISPOSITIVE POWER

 

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,613,262

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.4%

14

TYPE OF REPORTING PERSON

 

OO

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 6 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

 

JAMES A. DUNN, JR.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

3,613,262

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

3,613,262

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,613,262

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.4%

14

TYPE OF REPORTING PERSON

 

IN

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 7 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

 

DARREN C. WALLIS

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

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

 

USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

3,613,262

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

3,613,262

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,613,262

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.4%

14

TYPE OF REPORTING PERSON

 

IN

       

 

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 8 of 9 Pages

 

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”).  This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

 

 

Item 4.

 Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

AVI Partners (together with its affiliates, “AVI”) recently notified the Issuer that, subject to AVI’s completion of confirmatory due diligence, AVI is prepared to offer to acquire all of the outstanding Shares of the Issuer at a purchase price in the range of $4.52 to $5.22 per Share (the “Offer”), subject to (a) the Issuer having at least $63 million of cash and cash equivalents at the time of any such transaction; (b) the completion of due diligence, including financial, legal, accounting and tax diligence; (c) the negotiation of a satisfactory acquisition agreement with customary terms and conditions; and (d) the negotiation of a satisfactory management agreement to eliminate unnecessary operating costs in an amount not less than $10 million.

 

AVI and the other Reporting Persons currently intend to further discuss and negotiate the Offer with the Board and management of the Issuer and may enter into a customary confidentiality agreement and other customary documentation related to the transaction. AVI reserves the right to revoke, amend or modify the Offer, including the price, conditions and others terms of the Offer.

 

 
CUSIP No. 98872B104SCHEDULE 13D/A Page 9 of 9 Pages

 

SIGNATURES

 

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

 

 

Dated:           September 14, 2016 AVI CAPITAL YANKEE, LP  
     
  By: AVI Partners, LLC,  
    its general partner  
       
  By: /s/ Darren C. Wallis  
    Name: Darren C. Wallis  
    Title: Managing Partner  

 

  AVI CAPITAL PARTNERS, LP  
     
  By: AVI Partners, LLC,  
    its general partner  
       
  By: /s/ Darren C. Wallis  
    Name: Darren C. Wallis  
    Title: Managing Partner  

 

  AVI MANAGEMENT, LLC  
     
  By: /s/ Darren C. Wallis  
    Name: Darren C. Wallis  
    Title: Managing Member  

 

  AVI PARTNERS, LLC  
     
  By: /s/ Darren C. Wallis  
    Name: Darren C. Wallis  
    Title: Managing Partner  

 

     
  /s/ Darren C. Wallis  
 

DARREN C. WALLIS Individually and as attorney-in-fact for James A. Dunn, Jr.