- Amended Statement of Ownership (SC 13G/A)
15 February 2012 - 8:43AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. __
6
__)
AVP,
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
00241A205
(CUSIP
Number)
December
31, 2011
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
|
|
|
o
|
|
Rule 13d-1(b)
|
x
|
|
Rule 13d-1(c)
|
o
|
|
Rule 13d-1(d)
|
CUSIP No. 00241A205
13G
|
|
1.
|
Name of Reporting
Person:
Diker GP, LLC
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I.R.S. Identification
Nos. of above persons (entities only):
37-1444083
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2.
|
Check the Appropriate
Box if a Member of a Group:
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(a)
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x
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|
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|
(b)
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o
|
|
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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
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|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
1,483,253
|
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7.
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Sole Dispositive
Power: -0-
|
|
8.
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Shared Dispositive
Power: 1,483,253
|
|
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,483,253
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|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9): 6.90%
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|
|
12.
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Type of Reporting
Person: OO*
|
*The Reporting Person, as defined
below, is affiliated with a Registered Investment Adviser but has
elected to file Schedule 13G nonetheless. As an affiliate of a
Registered Investment Adviser, the Reporting Person disclaims all
beneficial ownership of these shares, and in any case, disclaims
beneficial ownership of these shares except to the extent of the
Reporting Person's pecuniary interest in the shares.
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Page
2
CUSIP No. 00241A205
13G
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1.
|
Name of Reporting
Person:
Diker Management, LLC
|
I.R.S. Identification
Nos. of above persons (entities only):
04-3616914
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group:
|
|
|
(a)
|
x
|
|
|
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(b)
|
o
|
|
|
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3.
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SEC Use Only:
|
|
|
4.
|
Citizenship or Place
of Organization: Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
1,483,253
|
|
7.
|
Sole Dispositive
Power: -0-
|
|
8.
|
Shared Dispositive
Power: 1,483,253
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,483,253
|
|
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9): 6.90%
|
|
|
12.
|
Type of Reporting
Person: IA*
|
*The Reporting Person, as defined
below, is affiliated with a Registered Investment Adviser but has
elected to file Schedule 13G nonetheless. As an affiliate of a
Registered Investment Adviser, the Reporting Person disclaims all
beneficial ownership of these shares, and in any case, disclaims
beneficial ownership of these shares except to the extent of the
Reporting Person's pecuniary interest in the shares.
|
Page
3
CUSIP No. 00241A205
13G
|
|
|
1.
|
Name of Reporting
Person:
Charles M. Diker
|
I.R.S. Identification
Nos. of above persons (entities only):
|
|
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2.
|
Check the Appropriate
Box if a Member of a Group:
|
|
|
(a)
|
x
|
|
|
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(b)
|
o
|
|
|
|
3.
|
SEC Use Only:
|
|
|
4.
|
Citizenship or Place
of Organization: Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
1,483,253
|
|
7.
|
Sole Dispositive
Power: -0-
|
|
8.
|
Shared Dispositive
Power: 1,483,253
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,483,253
|
|
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9): 6.90%
|
|
|
12.
|
Type of Reporting
Person: IN*
|
*The Reporting Person, as defined
below, is affiliated with a Registered Investment Adviser but has
elected to file Schedule 13G nonetheless. As an affiliate of a
Registered Investment Adviser, the Reporting Person disclaims all
beneficial ownership of these shares, and in any case, disclaims
beneficial ownership of these shares except to the extent of the
Reporting Person's pecuniary interest in the shares.
|
Page
4
CUSIP No. 00241A205
13G
|
|
|
1.
|
Name of Reporting
Person:
Mark N. Diker
|
I.R.S. Identification
Nos. of above persons (entities only):
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group:
|
|
|
(a)
|
x
|
|
|
|
(b)
|
o
|
|
|
|
3.
|
SEC Use Only:
|
|
|
4.
|
Citizenship or Place
of Organization: Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
1,483,253
|
|
7.
|
Sole Dispositive
Power: -0-
|
|
8.
|
Shared Dispositive
Power: 1,483,253
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,483,253
|
|
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9): 6.90%
|
|
|
12.
|
Type of Reporting
Person: IN*
|
*The Reporting Person, as defined
below, is affiliated with a Registered Investment Adviser but has
elected to file Schedule 13G nonetheless. As an affiliate of a
Registered Investment Adviser, the Reporting Person disclaims all
beneficial ownership of these shares, and in any case, disclaims
beneficial ownership of these shares except to the extent of the
Reporting Person's pecuniary interest in the shares.
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Page
5
Item 1.
(a)
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Name of Issuer: AVP,
Inc.
(the "Company")
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(b)
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Address of Issuer's
Principal Executive Offices:
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The Company's
principal executive offices are located at 6100 Center Drive,
Suite 900, Los Angeles, CA 90045.
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Item 2.
(a)
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Name of Person
Filing:
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This statement is filed by:
(i) Diker GP, LLC, a Delaware limited liability
company ("Diker GP"), as the general partner to the
Delaware limited partnership the Diker Value Tech Fund, LP
(“VT”), Diker Value Tech QP Fund, LP (“VTQP”),
Diker Small Cap Fund, LP ("SC"), the Diker Small Cap QP
Fund, LP ("SCQP") and Diker Micro Cap Fund LP (“MC”)
with respect to the Stock directly owned by VT, VTQP, SC, SCQP,
MC and (collectively, the "Diker Funds");
(ii) Diker Management, LLC, a Delaware limited
liability company ("Diker Management"), as the
investment manager of the Diker Funds, with respect to the shares
of Common Stock held by the Diker Funds;
(iii) Charles M. Diker, a citizen of the United
States, and the managing member of each of Diker GP and Diker
Management, with respect to the shares of Common Stock subject to
the control of Diker GP and Diker Management; and
(iv) Mark N. Diker, a citizen of the United
States, and the managing member of each of Diker GP and Diker
Management, with respect to the shares of Common Stock subject to
the control of Diker GP and Diker Management.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons."
Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
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(b)
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Address of Principal
Business office or, if none, Residence:
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The address of the
business office of each of the Reporting Persons is
730 Fifth
Avenue, 15th Floor, New York, NY 10019
.
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(c)
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Citizenship:
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Each of
Diker GP and Diker Management is a Delaware limited liability
company. Each of Charles M. Diker and Mark N. Diker is a United
States citizen.
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(d)
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Title of Class of
Securities:
Common Stock
(the "Common Stock").
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(e)
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CUSIP
Number:
00241A205
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Page 6
Item 3. If this
statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a)
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Broker or
dealer registered under Section 15 of the Act,
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(b)
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Bank as
defined in Section 3(a)(6) of the Act,
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act
of 1940,
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(e)
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Investment
Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
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(f)
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Employee
Benefit Plan or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
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(g)
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Parent
Holding Company or control person in accordance with Rule 13d-1
(b)(1)(ii)(G),
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(h)
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Savings
Association as defined in Section 3(b) of the Federal Deposit
Insurance Act,
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(i)
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Church Plan
that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to 13d-1(c), check this box:
x
|
Item 4.
Ownership.
(a)
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Amount Beneficially
Owned:
|
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A. Diker GP, LLC
-
(a) Amount
beneficially owned:
1,483,253
-
(b) Percent of class: 6.90% The percentages used
herein and in the rest of Item 4 are calculated based upon the
21,490,000 shares of Common Stock issued and outstanding
according to FactSet.
-
(c)(i) Sole power to vote or direct the vote: -0-
-
(ii) Shared power to vote or direct the vote:
1,483,253
-
(iii) Sole power to dispose or direct the
disposition: -0-
-
(iv) Shared power to dispose or direct the
disposition:
1,483,253
B. Diker Management, LLC
-
(a) Amount
beneficially owned: 1,483,253
-
(b) Percent of class: 6.90%
-
(c)(i) Sole power to vote or direct the vote: -0-
-
(ii) Shared power to vote or direct the vote:
1,483,253
-
(iii) Sole power to dispose or direct the
disposition: -0-
-
(iv) Shared power to dispose or direct the
disposition: 1,483,253
|
Page 7
Item 4.
Ownership.
(continued)
-
|
|
C. Charles M. Diker
-
(a) Amount
beneficially owned: 1,483,253
-
(b) Percent of class: 6.90%
-
(c)(i) Sole power to vote or direct the vote: -0-
-
(ii) Shared power to vote or direct the vote:
1,483,253
-
(iii) Sole power to dispose or direct the
disposition: -0-
-
(iv) Shared power to dispose or direct the
disposition: 1,483,253
D. Mark N. Diker
-
(a) Amount
beneficially owned: 1,483,253
-
(b) Percent of class: 6.90%
-
(c)(i) Sole power to vote or direct the vote: -0-
-
(ii) Shared power to vote or direct the vote:
1,483,253
-
(iii) Sole power to dispose or direct the
disposition: -0-
-
(iv) Shared power to dispose or direct the
disposition: 1,483,253
|
Page 8
Item 5.
Ownership of Five Percent or Less of a Class.
Not
applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
-
As
the sole general partner of the Diker Funds, Diker GP, has the
power to vote and dispose of the shares of the Common Stock owned
by the Diker Funds and, accordingly, may be deemed the beneficial
owner of such shares. Pursuant to investment advisory agreements,
Diker Management serves as the investment manager of the Diker
Funds. Accordingly, Diker Management may be deemed the beneficial
owner of shares held by the Diker Funds. Charles M. Diker and Mark
N. Diker are the managing members of each of Diker GP and Diker
Management, and in that capacity direct their operations.
Therefore, Charles M. Diker and Mark N. Diker may be beneficial
owners of shares beneficially owned by Diker GP and Diker
Management. The Reporting Persons disclaim all beneficial
ownership, however, as affiliates of a Registered Investment
Adviser, and in any case disclaim beneficial ownership except to
the extent of their pecuniary interest in the shares. The Reporting
Persons have elected to file Schedule 13G nonetheless.
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item 8.
Identification and Classification of Members of the Group.
See
item 2.
Item 9. Notice
of Dissolution of Group.
Not applicable.
Item 10.
Certifications.
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.
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.
|
Date: February 10,
2012
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DIKER GP, LLC
By: /s/ MARK N.
DIKER
Name: Mark N.
Diker
Title: Managing Member
|
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DIKER
MANAGEMENT, LLC
By: /s/ MARK N.
DIKER
Name: Mark N.
Diker
Title: Managing Member
|
|
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|
CHARLES
M. DIKER
, Individually
/s/ CHARLES M. DIKER
Name: Charles M.
Diker
|
|
|
|
MARK N.
DIKER
,
Individually
/s/ MARK N. DIKER
Name: Mark N. Diker
|
Page 9
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