13D Filing: Discovery Group Ups Stake in Sciquest Inc (SQI)

Page 6 of 8 SEC Filing

Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of SciQuest, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 3020 Carrington Mill Blvd., Suite 100, Morrisville, NC 27560. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on November 23, 2015 (the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its
entirety as follows:

The total purchase price for the 1,757,724 shares of Common
Stock beneficially owned by the Reporting Persons as of February 26, 2016 was approximately $19,894,081. The source of such funds
was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the
ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The information concerning percentages of ownership set forth below is based on 27,850,978 shares of Common Stock outstanding as of January 31, 2016 as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Discovery Equity Partners beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
Discovery Group beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
Mr. Murphy beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are  set out in Exhibit 1 hereto.
No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule
13D is hereby amended to read in its entirety as follows:

 

There are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity
Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect
to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs
Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of
Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.

Item 7. Material to Be Filed as Exhibits
Exhibit 1:          List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
Exhibit 2:          Joint Filing Agreement dated as of February 29, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3:          Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4:          Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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