Amended Statement of Ownership (sc 13g/a)
13 February 2021 - 7:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
QAD Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
74727D306
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x
|
Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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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.
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).
Continued on following pages
Page 1 of 7 Pages
CUSIP NO. 74727D306
|
Page
2 of 7 Pages
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CUSIP
No. 74727D306
|
(1)
Names of reporting persons
|
Nantahala
Capital
Management, LLC
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(2) Check the
appropriate box if a member of a group
|
(a)
|
(see
instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship
or place of organization
|
MA
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Number of shares
beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
1,236,146
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(7) Sole dispositive power
|
0
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(8) Shared dispositive power
|
1,236,146
|
(9) Aggregate
amount beneficially owned by each reporting person
|
1,236,146
|
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent
of class represented by amount in Row (9)
|
7.1%
|
(12) Type of
reporting person (see instructions)
|
IA
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CUSIP NO. 74727D306
|
Page 3 of 7
Pages
|
CUSIP
No. 74727D306
|
(1)
Names of reporting persons
|
Wilmot
B. Harkey
|
(2) Check the
appropriate box if a member of a group
|
(a)
|
(see
instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship
or place of organization
|
USA
|
Number of shares
beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
1,236,146
|
(7) Sole dispositive power
|
0
|
(8) Shared dispositive power
|
1,236,146
|
(9) Aggregate
amount beneficially owned by each reporting person
|
1,236,146
|
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent
of class represented by amount in Row (9)
|
7.1%
|
(12) Type of
reporting person (see instructions)
|
HC
|
CUSIP NO. 74727D306
|
Page 4 of 7
Pages
|
CUSIP No. 74727D306
|
(1)
Names of reporting persons
|
Daniel Mack
|
(2) Check the
appropriate box if a member of a group
|
(a)
|
(see
instructions)
|
(b)
|
(3) SEC use only
|
|
(4) Citizenship
or place of organization
|
USA
|
Number of shares
beneficially owned by each reporting person with:
|
|
(5) Sole voting power
|
0
|
(6) Shared voting power
|
1,236,146
|
(7) Sole dispositive power
|
0
|
(8) Shared dispositive power
|
1,236,146
|
(9) Aggregate
amount beneficially owned by each reporting person
|
1,236,146
|
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
(11) Percent
of class represented by amount in Row (9)
|
7.1%
|
(12) Type of
reporting person (see instructions)
|
HC
|
Item 1(a).
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Name of Issuer:
|
|
|
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QAD Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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100 Innovation Place, Santa Barbara, California 93108
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Item 2(a).
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Name of Person Filing
|
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Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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130 Main St. 2nd Floor
New Canaan, CT 06840
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Item 2(c).
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Citizenship:
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Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the
United States of America.
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Item 2(d).
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Title of Class of Securities:
Class A Common Stock, $0.001 par value (the “Shares”).
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CUSIP NO. 74727D306
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Page 5 of 7
Pages
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Item 2(e).
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CUSIP Number:
|
|
74727D306
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a) ¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) x
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3).
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
As of December 31, 2020, Nantahala may
be deemed to be the beneficial owner of 1,236,146 Shares held by funds and separately managed accounts under its control, and as
the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
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Item 4(b).
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Percent of Class:
As of December 31, 2020, each of the Reporting
Persons may be deemed to be the beneficial owner of 7.1% of the total number of Shares outstanding (based upon information provided
by the Issuer on Form 10-Q filed December 10, 2020, there were 17,368,759 Shares outstanding as of November 30, 2020).
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CUSIP NO. 74727D306
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Page 6 of 7
Pages
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Item 4(c).
|
Number of shares as to which such person has:
|
|
Nantahala Capital Management, LLC
|
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,236,146
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,236,146
|
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Each of Messrs. Harkey and Mack:
|
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,236,146
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,236,146
|
Item 5.
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Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf
of Another Person:
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This Item 6 is not applicable.
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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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Each of Messrs. Harkey and Mack is filing this Schedule 13G
as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E).
See Item 4(a).
|
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Item 8.
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Identification and Classification of Members
of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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CUSIP NO. 74727D306
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Page
7 of 7 Pages
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Item 10.
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Certification:
|
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By signing below each Reporting Person
certifies that, to the best of such person's 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 such purpose or effect.
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SIGNATURES
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.
Date: February 12, 2021
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NANTAHALA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Paul
E. Rehm
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Paul E. Rehm
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Chief Compliance Officer
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/s/ Wilmot B. Harkey
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Wilmot B. Harkey
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/s/ Daniel Mack
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Daniel Mack
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