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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
J. Carlo Cannell | 1,704,805 | 0 | 1,704,805 | 0 | 1,704,805 | 8.68% |
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Page 1 of 8 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )
Rightside Group, Ltd.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76658B100
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY
83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
April 20, 2017
(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.
(Continued on following pages)
(Page 1 of 8 Pages)
______________________
* 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
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Page 2 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS (see instructions) WC/OO | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 1,704,805 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER* 1,704,805 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,805 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.68%* | |||
14 | TYPE OF REPORTING PERSON IA | |||
* Based on information set forth on the Form 10-K of Rightside Group, Ltd.,
(the “Company”) as filed with the Securities and Exchange Commission on
March 15, 2017, there were 19,639,505 shares of Common Stock par value $0.0001
per share (the “Shares”), of the Company issued and outstanding as of
March 2, 2017.
As of April 19, 2017 (the “Reporting Date”), the Cuttyhunk Master Portfolio
(“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”),
Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 1,704,805 Shares.
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Page 3 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 3 of 8 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS (see instructions) WC/OO | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 1,704,805 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER* 1,704,805 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,805 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.68%* | |||
14 | TYPE OF REPORTING PERSON IN | |||
* Based on information set forth on the Form 10-K of Company as filed with the Securities and Exchange Commission on
March 15, 2017, there were 19,639,505 shares of Common Stock par value $0.0001
per Share of Company issued and outstanding as of March 2, 2017.
As of Reporting Date Investment Vehicles held in the aggregate 1,704,805 Shares.
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Page 4 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 4 of 8 Pages |
Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan,
Tristan Offshore, the Cannell SMAs, and the investor sub-adviser for Cuttyhunk.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC.
The Reporting Person possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer | |||||||||||
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.0001 per share of Rightside Group, Ltd., a Delaware corporation. The address of the principal executive offices of the Company is 5808 Lake Washington Blvd. NE, Suite 300, Kirkland, WA 98033. | |||||||||||
Item 2. Identity and Background | |||||||||||
a) | The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex “A” and incorporated herein by reference is a | ||||||||||
b) | The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 | ||||||||||
c) | The principal business of the Reporting Person is the performance of | ||||||||||
d) | Neither the Reporting Person, nor to the best of its knowledge, any of the | ||||||||||
e) | Neither the Reporting Person, nor to the best of its knowledge, any of the Investment | ||||||||||
f) | The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming | ||||||||||
Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
The securities to which this statement relates were acquired by the Reporting The Cuttyhunk Master Portfolio: $1,791,515 Tonga Partners, L.P.: $5,750,843 Tristan Partners, L.P.: $4,355,775 Tristan Offshore Fund, Ltd.: $2,100,012 Cannell SMAs: $420,353 The Investment Vehicles have invested an aggregate amount of approximately $14,418,498 in the Shares. |
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Page 5 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 5 of 8 Pages |
Item 4. Purpose of Transaction | |||||||||||
| |||||||||||
Item 5. Interest in Securities of the Issuer | |||||||||||
Based on information set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 15, 2017, there were 19,639,505 Common Shares issued and outstanding as of March 2, 2017. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell (b) Cannell Capital LLC possesses the sole power to vote and to direct (c) The following table details the transactions during the sixty days on or prior | |||||||||||
Entity | Date | Quantity | Price
Per Share | Form Of
Transaction | |||||||
  | |||||||||||
None |
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Page 6 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 6 of 8 Pages |
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.
Dated: April 20, 2017
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
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Page 7 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 7 of 8 Pages |
Annex “A”
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
J. Carlo Cannell | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Cannell Capital LLC | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Tonga Partners, L.P. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
The Cuttyhunk Master Portfolio | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Subadviser Investment Management Wyoming, United States (1) |
Tristan Partners, L.P. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
Tristan Offshore Fund, Ltd. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
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Page 8 of 8 – SEC Filing
CUSIP No. 76658B100 | Page 8 of 8 Pages |
Annex “B”
Agreement Regarding the Joint Filing of Schedule 13D
1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; |
2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: April 20, 2017
By: /s/ J. Carlo Cannell Name: J. Carlo Cannell |
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |