13D Filing: Dialectic Capital Management and Covisint Corp (COVS)

The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.

On April 13, 2017, Dialectic
Capital Management, LP (“Dialectic Capital”) assigned its rights to serve as the investment manager to each of the
Funds (as defined below) under certain investment management agreements with such Funds to BR Dialectic Capital Management, LLC
(the “Internal Restructuring”). Also on April 13, 2017, Dialectic Capital, LLC, sold its general partner interest
in each of the Funds to BR Dialectic Capital Management, LLC. Pending the closing of such sale on May 1, 2017, BR Dialectic Capital
Management, LLC will replace Dialectic Capital, LLC as the general partner to each of the Funds. Accordingly, this Amendment No.
4 constitutes an “exit filing” with respect to Dialectic Capital, which no longer beneficially owns any Shares. In
addition, BR Dialectic Capital Management, LLC, which may be deemed to beneficially own more than 5% of the outstanding Shares,
is being added as a “Reporting Person” to the Schedule 13D. The remaining Reporting Persons will continue filing statements
on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

Item 2.

Identity and Background.

As a result of the Internal
Restructuring, effective immediately upon the filing of this Amendment No. 4, Dialectic Capital will cease to be a Reporting Person
and Items 2(a) – (c) are amended and restated to read as follows:

(a)       This
statement is filed by:

(i)

Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;

(ii)

Dialectic Offshore, Ltd, a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;

(iii)

Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP” and together with Dialectic Capital Partners and DOF, the “Funds”), with respect to the Shares directly and beneficially owned by it;

(iv)

BR Dialectic Capital Management, LLC, a Delaware limited liability company (“BR Dialectic Capital”), as the investment manager to each of the Funds;

(v)

Dialectic Capital, LLC, a Delaware limited liability company (“Dialectic GP”), as the general partner to each of the Funds; and

(vi)

John Fichthorn, as Head of Alternative Investments for BR Dialectic Capital.

(b)       The
principal business address of each of the Funds, BR Dialectic Capital, Dialectic GP and Mr. Fichthorn is 119 Rowayton Avenue, 2nd
Floor, Norwalk, Connecticut 06853. The officers and directors of DOF and their principal occupations and business addresses are
set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.