0000941560-16-000051.txt : 20160829
0000941560-16-000051.hdr.sgml : 20160829
20160829165656
ACCESSION NUMBER: 0000941560-16-000051
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160829
DATE AS OF CHANGE: 20160829
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AVG Technologies N.V.
CENTRAL INDEX KEY: 0001528903
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-87064
FILM NUMBER: 161858459
BUSINESS ADDRESS:
STREET 1: GATWICKSTRAAT 9-39
STREET 2: 1043 GL
CITY: Amsterdam
STATE: P7
ZIP: 00000
BUSINESS PHONE: 31-20-5226210
MAIL ADDRESS:
STREET 1: GATWICKSTRAAT 9-39
STREET 2: 1043 GL
CITY: Amsterdam
STATE: P7
ZIP: 00000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GARDNER LEWIS ASSET MANAGEMENT L P
CENTRAL INDEX KEY: 0000941560
IRS NUMBER: 232778393
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 285 WILMINGTON WEST CHESTER PIKE
CITY: CHADDS FORD
STATE: PA
ZIP: 19317
BUSINESS PHONE: 6105582800
MAIL ADDRESS:
STREET 1: 285 WILMINGTON WEST CHESTER PIKE
CITY: CHADDS FORD
STATE: PA
ZIP: 19317
SC 13D
1
avg081716.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
AVG Technologies N.V.
(Name of Issuer)
Ordinary Shares, ? 0.01 par value
(Title of Class of Securities)
N07831105
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds Ford, PA 19317
(610)558-2800
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 17, 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.
* 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).
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, L.P.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
2,903,120
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
2,903,120
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
2,903,120
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
5.6
14.??Type of Reporting Person
IA
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, Inc.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 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
0
8.??Shared Voting Power
2,903,120
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
2,903,120
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
2,903,120
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
5.6
14.??Type of Reporting Person
CO
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this ?Schedule 13D?) relates to the ordinary
shares, ?0.01 par value (the ?Shares?), of AVG Technologies N.V.
(the ?Issuer?). The Issuer?s principal executive offices are located
at Gatwickstraat 9-39, 1043 GL, Amsterdam, The Netherlands.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed jointly on behalf of
Gardner Lewis Asset Management, L.P., a Pennsylvania limited
partnership (?GLAM?), and Gardner Lewis Asset Management, Inc.,
a Delaware corporation, and the sole general partner of
GLAM (?GLAM GP?). W. Whitfield Gardner (?Mr. Gardner?)
is the sole stockholder of GLAM GP. See Note 1 in Item 5.
(b) The place of organization or citizenship of each person
listed in this Item 2 is as follows: GLAM (Pennsylvania), GLAM GP
(Delaware), and Mr. Gardner (Pennsylvania).? The address of the
principal office or business address, as applicable, of each person
listed above is 285 Wilmington West Chester Pike, Chadds Ford,
PA 19317.
(c) GLAM?s principal business is acting as an investment
adviser to private funds and managed accounts. GLAM is a registered
investment adviser with the Securities and Exchange Commission.
GLAM GP?s principal business is to act as the sole general partner
of GLAM. Mr. Gardner?s principal business is Chairman and CEO
of GLAM.
(d) No person listed in this Item 2 has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.?
(e) No person listed in this Item 2 was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws (or
inding any violation with respect to such laws) as a result of a civil
proceeding of a judicial or administrative body of competent jurisdiction
to which such reporting person was a party during the last five years.
Each person listed in this Item 2 is a citizen of the (f) United
(g) States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The funds used in purchasing Shares on behalf of clients of GLAM come
from private funds and various client accounts advised by GLAM. See Note
1 in Item 5.
ITEM 4. PURPOSE OF TRANSACTION
GLAM transactions are for private funds and client accounts advised
by GLAM in the normal course of business. GLAM reserves the right,
from time to time, to acquire additional Shares for, and/or dispose of
Shares held in, the private funds and client accounts advised by GLAM.
None of the persons listed in Item 2 has any other plans or proposals
related to the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
GLAM and GLAM GP share voting and dispositive power over
2,903,120 Shares, representing 5.6% of the Shares, which is based
on 51,628,104 Shares issued and outstanding as of April 25, 2016
as reported on the Issuer?s Form 20-F filed on April 25, 2016. See
Note 1 in this Item 5.
(b) The power to dispose of and vote the shares referenced in
paragraph (a) of the this Item 5 is shared among GLAM and GLAM GP.
See Note 1 in this Item 5.
(c) In the past 60 days, GLAM, on behalf of the private funds
and client accounts it advises, effected the transactions in the Issuer?s
securities set forth on Exhibit B attached hereto.
(d) Any dividends on, and proceeds from the sale of, any
Shares are for the account of the private funds and client
accounts advised by GLAM that hold such shares.
(e) Not applicable.
Note 1: GLAM advises private funds and client accounts.??In such
capacity, GLAM has voting authority and dispositive discretion
over the?securities of the Issuer described in this Schedule 13D that
are owned by the private funds and client accounts advised
by GLAM.??The pecuniary interest of all securities reported in this
Schedule 13D is owned by the private funds and client
accounts advised by GLAM.??Except for the purpose of determining
beneficial ownership under Section 13(d) of the Securities
Exchange Act of 1934, as amended, GLAM, GLAM GP and Mr.
Gardner each disclaims beneficial ownership of all securities
reported in this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described in this Schedule 13D, none of the persons listed
in Item 2 has any contracts, arrangements, understandings or other
relationship with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
Exhibit B ? Item 5(c) Table
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 29, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 29, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
exchange Act of 1934, as amended, the undersigned hereby agree
to the joint filing with all other reporting persons on behalf of each
of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Ordinary Shares, par value ?0.01
per share, of AVG Technologies N.V. and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the
Agreement this 29th day of August, 2016.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 29, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 29, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
EXHIBIT B
Item 5(c) Table
Date of
Purchase/Sale
Shares Purchased/ (Sold)(#)
Average Purchase/ Sale Price per
Share ($)
7/7/16
150,000
24.65
7/8/16
96,278
24.64
7/11/16
50,000
24.68
7/12/16
25,000
24.60
7/13/16
50,100
24.66
7/14/16
150,000
24.71
7/15/16
88,260
24.68
7/18/16
100,000
24.69
7/19/16
25,000
24.68
7/20/16
31,121
24.68
7/21/16
50,815
24.72
7/22/16
23,949
24.76
7/25/16
135,000
24.80
7/26/16
50,000
24.75
7/27/16
103,303
24.71
7/28/16
4,668
24.76
7/29/16
350,000
24.74
8/1/16
40,600
24.73
8/2/16
235,000
24.73
8/3/16
100,000
24.75
8/4/16
117,498
24.74
8/5/16
34,552
24.74
8/8/16
86,720
24.75
8/9/16
85,253
24.78
8/10/16
25,900
24.77
8/16/16
264,241
24.84
8/17/16
275,000
24.85
8/18/16
20,000
24.84
8/22/16
25,000
24.83
8/23/16
11,378
24.86
8/24/16
25,000
24.85
8/25/16
50,000
24.85
8/26/16
23,484
24.85
Page 5 of 8
CUSIP No. 83013P105