SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

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

Versant Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

925284309

(CUSIP Number)

Andalusian Capital Partners, LP
Two Greenwich Office Park, Suite 300
Greenwich, Connecticut 06831
Attention: Michael Reeber
Telephone Number: (212) 485-7550
Fax: (203) 724-2040

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

September 14, 2011

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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. 925284309 

1	NAMES OF REPORTING PERSONS Andalusian Corporate Opportunities Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			182,385
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			182,385
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 2 of 9

CUSIP No. 925284309 

1	NAMES OF REPORTING PERSONS Andalusian Capital Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			182,385
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			182,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 3 of 9

CUSIP No. 925284309 

1	NAMES OF REPORTING PERSONS Andalusian Capital Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			182,385
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			182,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 4 of 9

CUSIP No. 925284309 

1	NAMES OF REPORTING PERSONS Michael Reeber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			182,385
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			182,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 5 of 9

CUSIP No. 925284309 

1	NAMES OF REPORTING PERSONS Harrison M. Wreschner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			182,385
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			182,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 6 of 9

SCHEDULE 13D

This Amendment No. 1 (this “Amendment”) to the Schedule 13D intially filed on May 24, 2011 (the “Schedule 13D”) relates to shares of Common Stock, no par value (the “Common Stock”), of Versant Corporation, a California corporation (the “Issuer”), and is being filed on behalf of (i) Andalusian Corporate Opportunities Master Fund, L.P., a Cayman Islands limited partnership (“Andalusian Master Fund”); (ii) Andalusian Capital Partners, LP, a Delaware limited partnership and investment manager of Andalusian Master Fund (“Andalusian Capital”); (iii) Andalusian Capital Partners GP, LLC, a Delaware limited liability company and general partner of Andalusian Capital (“Andalusian Capital GP”); (iv) Mr. Michael Reeber, a manager of Andalusian Capital GP (“Mr. Reeber”); and (v) Mr. Harrison M. Wreschner, a manager of Andalusian Capital GP (“Mr. Wreschner”). The persons mentioned in (i) — (v) above are referred to as the “Reporting Persons.” All shares of Common Stock reported in this Amendment are held by Andalusian Master Fund. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended as follows:

Item 3. Source and Amount of Funds

As of the date hereof, the Reporting Persons have invested in Common Stock of the Issuer in the aggregate amount of: $2,603,856.68. Currently, all Common Stock of the Issuer as of the date hereof is held by Andalusian Master Fund. The above amount excludes any commissions incurred in making the investments. The source of these funds was the working capital of Andalusian Master Fund.

Item 4 of the Schedule 13D is hereby amended by adding the following:

Item 4. Purpose of the Transaction

On September 22, 2011, the Reporting Persons sent the Issuer’s board of directors (the “Board”) a letter requesting that the Issuer continue its share repurchase program, institute an on-going annual dividend and pay the shareholders a special dividend, as well as suggesting that the Board explore opportunities to take the Issuer private, among other items.

Item 5 of the Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, (i) Andalusian Master Fund beneficially owns 182,385 shares of Common Stock of the Issuer, which represents 6.2% of the Issuer’s outstanding Common Stock, and (ii) Andalusian Capital, Andalusian Capital GP, Mr. Reeber and Mr. Wreschner beneficially own 182,385 shares of Common Stock of the Issuer held by Andalusian Master Fund, which represents 6.2% of the Issuer’s outstanding Common Stock. These percentage were calculated by dividing (i) the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of the date hereof, by (ii) 2,950,195 Shares outstanding, based upon the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on September 14, 2011.

Page 7 of 9

(b) (i) Andalusian Master Fund has the sole power to vote and dispose of the 182,385 shares of Common Stock of the Issuer it holds directly; and (ii) Andalusian Capital, Andalusian Capital GP, Mr. Reeber and Mr. Wreschner have the shared power to vote and dispose of the 182,385 shares of Common Stock of the Issuer held by Andalusian Master Fund.

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 182,385 shares of Common Stock held by Andalusian Master Fund. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims beneficial ownership.

(c) The transactions in the Issuer’s securities by the Reporting Persons during the sixty days prior to the obligation to file this Schedule 13D are listed as Appendix 1 attached hereto and made a part hereof. The transactions in the Common Stock were effected in the open market, and the reported price per share excludes commissions.

(d) Not Applicable.

(e) Not Applicable.

Item 7 of the Schedule 13D is hereby supplemented as follows:

Item 7. Material to be Filed as Exhibits

Exhibit 99.1 Letter to the Issuer from the Reporting Persons dated as of the 22nd day of September, 2011.

Page 8 of 9

Signature

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

Dated: September 22, 2011

ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P. By: Andalusian Corporate Opportunities GP, LLC, its general partner
By:	/s/ Michael Reeber
	Name:	Michael Reeber
	Title:	Manager

ANDALUSIAN CAPITAL PARTNERS, LP By: Andalusian Capital Partners GP, LLC, General Partner
By:	/s/ Michael Reeber
	Name:	Michael Reeber
	Title:	Manager

ANDALUSIAN CAPITAL PARTNERS GP, LLC
By:	/s/ Michael Reeber
	Name:	Michael Reeber
	Title:	Manager
/s/ Michael Reeber
Michael Reeber
/s/ Harrison M. Wreschner
Harrison M. Wreschner

Page 9 of 9

APPENDIX 1

			Number of Shares			Price Per
Transaction Date		Reporting Person	Purchased/(Sold)			Share
	7/29/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		600		$	11.5533
	8/3/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		100		$	10.9600
	8/4/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		100		$	11.0500
	8/18/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		800		$	10.5963
	8/22/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		100		$	10.1900
	8/23/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		300		$	10.2000
	8/24/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		100		$	10.1500
	8/25/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		200		$	10.0100
	8/26/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		500		$	10.3940
	8/29/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		(100	)	$	10.9500
	8/30/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		265		$	11.0009
	8/31/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		800		$	11.3819
	9/7/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		1800		$	11.5064
	9/12/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		201		$	11.2189
	9/13/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		(100	)	$	11.2000
	9/13/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		729		$	11.0595
	9/14/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		1461		$	11.1414
	9/15/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		(600	)	$	11.3350
	9/15/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		100		$	11.3700
	9/16/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		(200	)	$	11.4750
	9/16/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		31		$	11.2597
	9/19/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		800		$	11.4175
	9/20/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		(200	)	$	11.4000
	9/20/2011	ANDALUSIAN CORPORATE OPPORTUNITIES MASTER FUND, L.P.		900		$	11.3767

EX-99.1

EXHIBIT 99.1

LETTER TO ISSUER

9/22/2011

Versant Corporation,
Attn: Board of Directors
255 Shoreline Drive, Suite 450
Redwood City, CA 94065 USA
Tel: (650) 232-2400
Fax: (650 232-2401

Dear Mr. Delevati:

Andalusian Corporate Opportunities Master Fund L.P. currently owns 6.2% of the outstanding common stock of Versant Corporation (“Versant” or the “Company”), making us one of the Company’s largest shareholders. We have had multiple conversations with Bernhard Woebker, Jerry Wong, and when he was CEO, Jochen Witte. These meetings and conversations have been helpful in gaining a better understanding of Versant, the challenges it faces and the future opportunities it hopes to capture.

We have discussed our views about the current over-capitalization of Versant as well as our views on the gross undervaluation and misunderstanding of the Company by the public markets. As we approach the end of this fiscal year and on the heels of the strong third quarter results, we feel strongly that the time is right for Versant to be more aggressive for the benefit of its shareholders.

Versant’s stock has underperformed every meaningful benchmark over the last 4 years, including a particularly abysmal underperformance over the last 2 years during which global markets rallied dramatically.

	09/20/07- 09/20/11			09/20/09- 09/20/11
Versant Corporation		-38.1	%		-34.7	%
S&P 500		-13.0	%		21.2	%
Nasdaq Composite		2.1	%		25.5	%
Russell 2000		-7.1	%		18.5	%

Over-Capitalized. Versant is grossly over-capitalized. While we commend management’s effort to repurchase shares, the process has done little to create value for shareholders, or lower the amount of cash held on the balance sheet. As of September 19, 2011, an investor in Versant is paying only $3.55 per share for the enterprise, assuming the market is valuing the Company’s current cash at 100 cents on the dollar. With nearly 70% of an investment in cash, in a zero interest rate environment, the underlying enterprise value of Versant would need to grow approximately 50% in order to achieve a 15% return (which we believe is reasonable for a micro-cap investment). This is unrealistic.

While the share repurchase program has been a disappointment, given the Company’s strong cash flow generation, we believe the program deserves a part in the Company’s capital allocation plan. However, even after share repurchases, retiring 20% of the shares outstanding since the beginning of 2008, the Company has seen its cash balance increase by almost 9%. We believe it is important for Versant to begin a consistent dividend policy that will demonstrate to prospective investors the attractiveness of Versant’s cash flow as well as return cash to the Company’s shareholders.

Post the run-off in license inventory, it is reasonable to assume the Company can generate at least $2.5 million in free cash flow on an annual basis. We believe an annual dividend of at least $1.75 million, paid out of the Company’s cash flow, is appropriate to reward the Company’s shareholders and still allows the Company to build cash that should be used for share repurchases. Using the stock price on 9/19/11, this equates to a dividend yield of 5.2%. Under the status quo, it is clear to us that shareholders are discounting the value of Versant’s current and projected cash balance. We feel strongly that the owners of Versant will benefit greatly from the combination of a share repurchase program and an ongoing dividend. Further, we think the board should consider a one-time special dividend if the Company continues to add cash to its balance sheet after the continuation of the share-buyback program and properly implemented dividend program. A one-time dividend will by definition force investors to value the cash at 100 cents on the dollar, further showcasing the gross undervaluation being applied to Versant’s business.

Based on this we feel the Board of Directors should announce a new and continuing share-buyback program of $5 million as well as an ongoing annual dividend per share of at least $0.60.

Value as Stand-Alone Entity. We continue to question why Versant is a public company as it has little need to access public markets and annual public company costs are equal to AT LEAST 10% of the Company’s current enterprise value. Using a conservative view of free cash flow of $2.5 million, we believe Versant’s stock price is tremendously undervalued as the business should be worth over $8.50 a share ex-cash as opposed to the current $3.55 a share ex-cash at which the Company is currently trading. Further, this valuation does not include the optionality or benefits Versant would realize by selling itself to a strategic buyer that could potentially better monetize the company’s NOL’s as well as strip out public company costs which drain approximately 1/3 of the Company’s annual free cash flow. A strategic buyer should be willing to pay a substantial premium to the current share price. While we as shareholders are willing show some patience to garner the appropriate value per share, it is clear to us that Versant has little reason to continue as a stand-alone business in the public markets and would be better served by selling itself to a larger platform or by going private and stripping out exorbitant public company costs.

As a final but important note, we think it is appropriate for Jochen Witte to not stand for re-election to the board.

After Mr. Witte resigned as CEO he immediately sold his stock to the Company at a price that did not reflect the concerns the public market would have about his departure. Mr. Witte’s resignation and sale of his entire equity position shows no commitment to shareholder value, a trait we believe should be upheld by all board members.

In conclusion, we believe that Versant is undervalued but that the Company has tremendous potential to provide a strong return for its investors. We would like to see direct action taken to address the significant concerns highlighted in this letter, announced concurrently with the Company’s fiscal year end (consistent with the Company’s historical practice of disclosing capital allocation plans at this time). To be clear, this is not a condemnation of current management as we are delighted to see Mr. Woebker’s decision to continue as CEO and feel he is the right candidate to drive sales and free cash flow for the business. We look forward to the opportunity to work with Bernhard, Jerry and the Board of Directors to see that Versant is run with the best interests of all shareholders and help highlight the value of this undervalued enterprise to the public markets as well as potential strategic or financial buyers.

Regards,

Harrison Wreschner	Michael Reeber
Principal	Principal

Two Greenwich Office Park Suite 300 Greenwich, CT 06831 203.485 7550(o) 203 724 2040(f)