- Statement of Ownership (SC 13G)
31 May 2012 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE 13G
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Name of Issuer)
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COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
(CUSIP Number)
(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)
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*
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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.
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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).
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CUSIP No. 25500T108
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Page
2
of 7 Pages
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1.
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Name of Reporting Persons
Lacuna Hedge Fund LLLP
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware, United States of
America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,408,276 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,408,276 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,276 (2)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.3% (3)
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12.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC
(“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna
Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of
the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
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(3)
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This percentage is calculated based upon 26,759,143 shares of the Issuer’s common stock outstanding as of February 29, 2012 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended January 31, 2012 (Commission File No. 000-26209) filed with the Securities and Exchange Commission on March 13, 2012.
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CUSIP No. 25500T108
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Page
3
of 7 Pages
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1.
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Name of Reporting Persons
Lacuna Hedge GP LLLP
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware, United States of
America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,408,276 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,408,276 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,276 (2)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.3% (3)
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12.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC
(“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna
Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of
the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
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(3)
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This percentage is calculated based upon 26,759,143 shares of the Issuer’s common stock outstanding as of February 29, 2012 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended January 31, 2012 (Commission File No. 000-26209) filed with the Securities and Exchange Commission on March 13, 2012.
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CUSIP No. 25500T108
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Page
4
of 7 Pages
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1.
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Name of Reporting Persons
Lacuna, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware, United States of
America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,408,276 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,408,276 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,276 (2)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.3% (3)
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12.
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Type of Reporting Person (See
Instructions)
OO
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(1)
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This Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC
(“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna
Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of
the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.
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(3)
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This percentage is calculated based upon 26,759,143 shares of the Issuer’s common stock outstanding as of February 29, 2012 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended January 31, 2012 (Commission File No. 000-26209) filed with the Securities and Exchange Commission on March 13, 2012.
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CUSIP No. 25500T108
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Page
5
of 7 Pages
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Ditech Networks, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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3099 North First Street
San Jose, CA 95134
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Item 2(a)
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Name of Person Filing
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Lacuna
Hedge Fund LLLP (“Lacuna Hedge”)
Lacuna Hedge GP LLLP (“Lacuna Hedge GP”)
Lacuna, LLC (“Lacuna LLC”)
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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c/o Lacuna, LLC
1100 Spruce Street, Suite 202
Boulder, Colorado 80302
Lacuna Hedge and
Lacuna Hedge GP are Delaware limited liability limited partnerships. Lacuna LLC is a Delaware limited liability company.
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Item 2(d)
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Title of Class of Securities
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Common Stock, $0.001 par value
25500T108
Not applicable.
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Lacuna Entity
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Shares
Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power (1)
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Sole
Dispositive
Power
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Shared
Dispositive
Power (1)
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Beneficial
Ownership (1)
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Percentage
of Class (2)
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Lacuna Hedge Fund LLLP
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1,408,276
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0
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1,408,276
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0
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1,408,276
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1,408,276
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5.3
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%
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Lacuna Hedge GP LLLP
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0
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0
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1,408,276
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0
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1,408,276
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1,408,276
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5.3
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%
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Lacuna, LLC
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0
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0
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1,408,276
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0
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1,408,276
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1,408,276
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5.3
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%
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(1)
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These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna
Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of
the Issuer held by Lacuna Hedge but disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein. These shares do not include 125,000 shares held by the Rawleigh Ralls Individual Retirement Account or 20,000 shares
held by Richard O’Leary. Mr. Ralls and Mr. O’Leary are members of Lacuna, LLC.
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(2)
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This percentage is calculated based upon 26,759,143 shares of the Issuer’s common stock outstanding as of February 29, 2012 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended January 31, 2012 (Commission File No. 000-26209) filed with the Securities and Exchange Commission on March 13, 2012.
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CUSIP No. 25500T108
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Page
6
of 7 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
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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.
¨
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Item 6
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Ownership of More than Five Percent of Another Person
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The members of Lacuna LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Lacuna Hedge in accordance with their ownership interests in
Lacuna LLC.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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I
tem 9
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Notice of Dissolution of Group
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Not
applicable.
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
EXECUTED this 30
th
day of May, 2012.
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LACUNA HEDGE FUND LLLP
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By: Lacuna Hedge GP LLLP, its general partner
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By: Lacuna, LLC, its general partner
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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LACUNA HEDGE GP LLLP
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By: Lacuna, LLC, its general partner
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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LACUNA, LLC
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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EXHIBIT INDEX
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Exhibit No.
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99.1
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Agreement pursuant to 13d-1(k)(1) among Lacuna Hedge Fund LLLP, Lacuna Hedge GP LLLP and Lacuna, LLC.
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Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the
Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
EXECUTED this 30
th
day of May, 2012.
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LACUNA HEDGE FUND LLLP
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By:
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Lacuna Hedge GP LLLP, its general partner
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By:
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Lacuna, LLC, its general partner
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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LACUNA HEDGE GP LLLP
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By:
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Lacuna, LLC, its general partner
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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LACUNA, LLC
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By:
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/s/ Wink Jones
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Wink Jones, Managing Director
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