0001493152-20-002458.txt : 20200214 0001493152-20-002458.hdr.sgml : 20200214 20200214151239 ACCESSION NUMBER: 0001493152-20-002458 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954405754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51585 FILM NUMBER: 20618560 BUSINESS ADDRESS: STREET 1: 4 PARK PLAZA STREET 2: SUITE 550 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9494808300 MAIL ADDRESS: STREET 1: 4 PARK PLAZA STREET 2: SUITE 550 CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discerene Group LP CENTRAL INDEX KEY: 0001632958 IRS NUMBER: 271433022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET, SUITE 301 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: (203) 724-9955 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET, SUITE 301 CITY: STAMFORD STATE: CT ZIP: 06905 SC 13G/A 1 formsc-13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Acacia Research Corporation

Common Stock

(Title of Class of Securities)

003881307

(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:

[ ] 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. 003881307

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Discerene Group LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [ ]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER 0

6.	SHARED VOTING POWER 2,435,532*

7.	SOLE DISPOSITIVE POWER 0

8.	SHARED DISPOSITIVE POWER 2,435,532 *

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,435,532*

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.84%*

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

CUSIP No. 003881307

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Discerene Holdings Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [ ]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER 0

6.	SHARED VOTING POWER 2,435,532*

7.	SOLE DISPOSITIVE POWER 0

8.	SHARED DISPOSITIVE POWER 2,435,532*

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,435,532*

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.84%*

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 003881307

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soo Chuen Tan

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [ ]
		(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER 0

6.	SHARED VOTING POWER 2,435,532*

7.	SOLE DISPOSITIVE POWER 0

8.	SHARED DISPOSITIVE POWER 2,435,532*

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,435,532*

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.84%*

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

Item 1.	(a).	Name of Issuer:

		Acacia Research Group

	(b).	Address of issuer’s principal executive offices:

		4 Park Plaza, Suite 550
		Irvine, CA 92614

Item 2.	(a).	Name of person filing:

		Discerene Group LP
		Discerene Holdings Inc.
		Soo Chuen Tan

	(b).	Address or principal business office or, if none, residence:

		2777 Summer St. Suite 301
		Stamford, Connecticut 06905

	(c).	Citizenship or Place of Organization:

		Discerene Group LP – Delaware, USA
		Discerene Holdings Inc. – Delaware, USA
		Soo Chuen Tan – Malaysia

	(d).	Title of class of securities:

		Common Stock

	(e).	CUSIP: 003881307

Item 3.	If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

	N/A

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned*:

		Discerene Group LP: 2,435,532*
		Discerene Holdings Inc.: 2,435,532*
		Soo Chuen Tan: 2,435,532*

	(b)	Percent of class:

		Discerene Group LP: 4.84%*
		Discerene Holdings Inc.: 4.84%*
		Soo Chuen Tan: 4.84%*

	(c)	Number of shares as to which each person has:

	(i)	Sole power to vote or to direct the vote Discerene Group LP: 0 Discerene Holdings Inc.: 0 Soo Chuen Tan: 0

	(ii)	Shared power to vote or to direct the vote Discerene Group LP: 2,435,532* Discerene Holdings Inc.: 2,435,532* Soo Chuen Tan: 2,435,532*

	(iii)	Sole power to dispose or to direct the disposition of Discerene Group LP: 0 Discerene Holdings Inc.: 0 Soo Chuen Tan: 0

	(iv)	Shared power to dispose or to direct the disposition of Discerene Group LP: 2,435,532* Discerene Holdings Inc.: 2,435,532* Soo Chuen Tan: 2,435,532*

*The Common Stock (the “Shares”) of Acacia Research Corporation (the “Company”) reported herein are held by private investment funds (the “Discerene Entities”) for which Discerene Group LP (the “Adviser”) serves as the investment manager. Discerene Holdings Inc serves as the general partner of the Adviser. Soo Chuen Tan serves as the President of the general partner of the Adviser. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Discerene Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

The percentage ownership is based on 50,343,305 shares deemed issued and outstanding as of November 4, 2019, as disclosed in the Company’s Form 10-Q Quarterly Report, as filed with the Securities and Exchange Commission on November 12, 2019.

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

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].


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

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

	N/A

Item 9.	Notice of Dissolution of the Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

	N/A

Item 10.	Certification.

	By signing below I certify that, to the best of my 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 that purpose or effect.

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: February 14, 2020	Discerene Group LP

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, President of the General Partner, Discerene Holdings Inc.

	Discerene Holdings Inc.

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, President

	Soo Chuen Tan

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, Individually

EX-1 2 ex1.htm

Exhibit 1

Joint Filing Statement

Statement Pursuant to Rule 13d-1(k)(1)

The undersigned hereby consent and agree to file a joint statement on Schedule 13G Amendment No. 1 under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Acacia Research Corporation beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: February 14, 2020	Discerene Group LP

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, President of the General Partner, Discerene Holdings Inc.

	Discerene Holdings Inc.

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, President

	Soo Chuen Tan

	By:	/s/ Soo Chuen Tan
		Soo Chuen Tan, Individually