13D Filing: Shannon River Fund Management and Immersion Corp (IMMR)

(1)	Includes 123,731 Shares that are deemed to be beneficially owned by Shannon River Fund Management LLC, which serves as sub-advisor to two other funds.

(1)	Includes 123,731 Shares that are deemed to be beneficially owned by Shannon River Fund Management LLC, which serves as sub-advisor to two other funds.

Item 1.

Security and Issuer.

This statement relates to the shares of Common Stock, par value $0.001 per share, of Immersion Corporation (the “Issuer”). The Issuer’s principal executive office is located at 50 Rio Robles, San Jose, California 95134.

Item 2.

Identity and Background.

Each of (i) SRP, SRMF and DMF and (ii) two funds for which SRF Management serves as sub-advisor collectively hold the shares of Common Stock of the Issuer that are the subject of this statement (the “Common Stock” or the “Shares”).  SRC Management serves as the General Partner of each of SRP and SRMF.  SRG Management serves as the investment manager of SRMF.  SRF Management serves as the investment manager of SRP and serves as the sub-advisor for two other funds. DF Management serves as the general partner of DMF. DG Management serves as the investment manager of DMF.  Mr. Waxman is the managing member of each of SRF Management, SRC Management, SRG Management, DF Management and DG Management.  As a result, (i) SRC Management and SRF Management each may be deemed to beneficially own the Shares held by SRP, (ii) SRC Management and SRG Management may be deemed to beneficially own the Shares held by SRMF, (iii) DF Management and DG Management may be deemed to beneficially own the Shares held by DMF, and (iv) Spencer Waxman may be deemed to beneficially own the Shares held by SRF Management, SRC Management, SRG Management, DF Management and DG Management.

The principal business of SRC Management is serving as the general partner of SRP and SRMF.

The principal business of SRF Management is serving as the investment manager of SRP and serving as sub-advisor for two other funds.

The principal business of SRG Management is serving as the investment manager of SRMF.

The principal business of DF Management is serving as the general partner of DMF.

The principal business of DG Management is serving as the investment manager of DMF.

The principal occupation of Mr. Waxman is serving as managing member for each of SRF Management, SRC Management, SRG Management, DF Management and DG Management.

Item 3.

Source and Amount of Funds or Other Consideration.

A total of approximately $15,842,484.41 was paid to acquire the 1,794,019 shares of Common Stock reported as beneficially owned by the Reporting Persons. The funds used to purchase the Shares were obtained from the general working capital of SRP, SRMF and DMF, and the general working capital of the two unaffiliated funds which are managed by a third party and for which SRF Management serves as a sub-advisor, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.

Depending upon other factors including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board of Directors or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

As of the date hereof, SRP beneficially owned 203,828 Shares, constituting approximately 0.69% of the shares of Common Stock outstanding. By virtue of their respective relationships with SRP discussed in further detail in Item 2, each of SRC Management, SRF Management and Mr. Waxman may be deemed to beneficially own the Shares owned directly by SRP.  SRC Management, SRF Management and Spencer Waxman disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

As of the date hereof, SRF Management serves as the sub-advisor for two separate funds that are not affiliates of the Reporting Persons, which funds collectively own an aggregate of 123,731 Shares, constituting approximately 0.42% of the shares of Common Stock outstanding.  By virtue of their respective relationships with such funds discussed in greater detail in Item 2, each of SRF Management and Mr. Waxman may be deemed to beneficially own the Shares directly owned by such funds.  SRF Management and Spencer Waxman disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

As of the date hereof, SRMF beneficially owned 109,365 Shares, constituting approximately 0.37% of the shares of Common Stock outstanding. By virtue of their respective relationships with SRMF discussed in further detail in Item 2, each of SRG Management and Mr. Waxman may be deemed to beneficially own the Shares owned directly by SRMF. SRG Management and Spencer Waxman disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

As of the date hereof, DMF beneficially owned 1,357,095 Shares, constituting approximately 4.61% of the shares of Common Stock outstanding. By virtue of their respective relationships with DMF discussed in further detail in Item 2, each of DF Management, DG Management and Mr. Waxman may be deemed to beneficially own the Shares owned directly by DMF.  DG Management and Spencer Waxman disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1

Joint Filing Agreement, dated as of the date hereof, by and among Shannon River Partners LP, Shannon River Master Fund, L.P., Doonbeg Master Fund, L.P., Shannon River Fund Management, LLC, Shannon River Capital Management, LLC, Shannon River Global Management, LLC, Doonbeg Fund Management, LLC, Doonbeg Global Management, LLC and Spencer Waxman

Schedule 1

Transactions Effected by the Reporting Persons within the last 60 Days

	SHANNON RIVER PARTNERS, LP
	By:	Shannon River Capital Management LLC, General Partner
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	SHANNON RIVER MASTER FUND, L.P.
	By:	Shannon River Capital Management LLC, as General Partner
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	DOONBEG MASTER FUND, L.P.
	By:	Doonbeg Fund Management LLC, as General Partner
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	SHANNON RIVER FUND MANAGEMENT, LLC
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	SHANNON RIVER CAPITAL MANAGEMENT, LLC
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	SHANNON RIVER GLOBAL MANAGEMENT, LLC
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	DOONBEG FUND MANAGEMENT, LLC
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	DOONBEG GLOBAL MANAGEMENT, LLC
	By:	/s/Spencer Waxman
		Name:	Spencer Waxman
		Title:	Managing Member

	/s/Spencer Waxman
	Spencer Waxman

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.001 par value, of Immersion Corporation, dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

Dated:

March 5, 2018

SCHEDULE 1

TRANSACTIONS EFFECTED BY REPORTING PERSONS WITHIN THE LAST 60 DAYS

The following transactions were effected by Shannon River Partners LP during the past 60 days:

The following transactions were effected by Shannon River Master Fund, L.P. during the past 60 days:

The following transactions were effected by Doonbeg Master Fund, L.P. during the past 60 days:

The following transactions were effected by one of the funds to which Shannon River Fund Management, LLC serves as sub-advisor during the past 60 days:

The following transactions were effected by one of the funds to which Shannon River Fund Management, LLC serves as sub-advisor,  during the past 60 days: