SC 13D/A 1 pacificdata_13dam3sept2015.htm AMENDMENT NO. 3

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)* 

 

PACIFIC DATAVISION, INC.  
(Name of Issuer)  
Common Stock, par value $0.0001 per share  
(Title of Class of Securities)  
694171307  
(CUSIP Number)  
   

 

 

Mr. Stephen Feinberg

c/o Cerberus Capital Management, L.P.

875 Third Avenue, 11th Floor

New York, New York 10022

(212) 891-2100

  

with a copy to:

 

Robert G. Minion, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 17th Floor

New York, New York 10020

(646) 414-6930

  
 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

   
  September 25, 2015
  (Date of Event Which Requires Filing of this Statement)
             

 If the filing person has previously filed a statement on Schedule l3G 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).

 
 

 

CUSIP No.  694171307
 1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
  Stephen Feinberg  
2. Check the Appropriate Box if a Member of a Group (a) [   ]   Not  
  (b) [   ]   Applicable  
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):   
  Not Applicable  
6. Citizenship or Place of Organization:    United States
 
  Number of 7. Sole Voting Power: 3,476,457*   
  Shares Beneficially 8. Shared Voting Power: 0   
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 3,476,457*   
  Person With 10. Shared Dispositive Power: 0   
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
    3,476,457*           
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): 
     
13. Percent of Class Represented by Amount in Row (11):    24.3%*
14. Type of Reporting Person (See Instructions):   IA, IN
                 

 

* Based upon information set forth in the Preliminary Proxy Statement on Schedule 14A of Pacific DataVision, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on September 11, 2015, there were 14,291,375 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company issued and outstanding as of September 6, 2015. As of the filing date of this Schedule 13D Amendment No. 3, funds and accounts affiliated with Cerberus Capital Management, L.P. (collectively, the “Cerberus Funds”) own 3,476,457 shares of the Common Stock in the aggregate. Stephen Feinberg, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by the Cerberus Funds. As a result, as of the filing date of this Schedule 13D Amendment No. 3, Stephen Feinberg may be deemed to beneficially own 3,476,457 shares of the Common Stock, or 24.3% of the shares of the Common Stock issued and outstanding.

 

 
 

 

 

Item 5.     Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:

 

Based upon information set forth in the Preliminary Proxy Statement on Schedule 14A of the Company, filed with the Securities and Exchange Commission on September 11, 2015, there were 14,291,375 shares of the Common Stock issued and outstanding as of September 6, 2015.  As of the filing date of this Schedule 13D Amendment No. 3, the Cerberus Funds own 3,476,457 shares of the Common Stock in the aggregate.  Mr. Feinberg, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by the Cerberus Funds.  As a result, as of the filing date of this Schedule 13D Amendment No. 3, Mr. Feinberg may be deemed to beneficially own 3,476,457 shares of the Common Stock, or 24.3% of the shares of the Common Stock issued and outstanding.

 

The following table details the transactions in the shares of the Common Stock of the Company, or securities convertible into, exercisable for or exchangeable for shares of the Common Stock, by the Cerberus Funds (or any other person or entity controlled by Mr. Feinberg or any person or entity for which Mr. Feinberg possesses voting or investment control over the securities thereof), each of which were effected in an ordinary brokerage transaction, since August 25, 2015 (which is the date of the filing with the Securities and Exchange Commission of the Schedule 13D Amendment No. 2 which is amended hereby):

 

PURCHASES

  Date Quantity Price  
  August 25, 2015 37,658 $30.7364  
  August 27, 2015 32,596 $31.4567  
  August 28, 2015 1,300 $31.4931  
  September 3, 2015 4,869 $31.7475  
  September 11, 2015 200 $31.94  
  September 11, 2015 20,000 $32.1975  
  September 14, 2015 26,188 $31.8808  
  September 22, 2015 3,800 $31.9176  
  September 23, 2015 4,000 $31.9931  
  September 25, 2015 48,887 $31.5825  

 

SALES

 

None

 

 

[signature follows on the next page]

 

 

 

 
 

 

 

 

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.

  September 28, 2015  
     
     
     
  /s/ Stephen Feinberg  
  Stephen Feinberg, on behalf of Craig Court, Inc., the managing member of Craig Court GP, LLC, the general partner of Cerberus Capital Management, L.P.  
     

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).