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

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased for
the accounts of each of Dialectic Capital Partners, DOF and DAP were purchased with working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise
noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 270,000
Shares beneficially owned by Dialectic Capital Partners is approximately $575,770, including brokerage commissions.  The aggregate
purchase price of the 1,000,000 Shares beneficially owned by DOF is approximately $2,079,211, including brokerage commissions.
The aggregate purchase price of the 1,200,000 Shares beneficially owned by DAP is approximately $2,438,131, including brokerage
commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,865,897 Shares outstanding, as of February 7, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on February 9, 2017.

A.

Dialectic Capital Partners

(a)

As of the close of business on March 31, 2017, Dialectic Capital Partners beneficially owned 270,000 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 270,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 270,000

(c)

The transactions in the Shares by Dialectic Capital Partners since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

B.

DOF

(a)

As of the close of business on March 31, 2017, DOF beneficially owned 1,000,000 Shares.

Percentage: Approximately 2.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,000,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,000,000