13D Filing: VIEX Capital Advisors and Radisys Corp (RSYS)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Radisys Corporation

(Name
of Issuer)

Common Stock, no par value

(Title of Class of Securities)

750459 10 9

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 12, 2018

(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.

1
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).

1

NAME OF REPORTING PERSON

VIEX Opportunities Fund, LP – Series One*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

1,899,443

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

1,899,443

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,899,443

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

PN

* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

1

NAME OF REPORTING PERSON

VIEX GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

1,899,443

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

1,899,443

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,899,443

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

OO

1

NAME OF REPORTING PERSON

VIEX Capital Advisors, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

1,899,443

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

1,899,443

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,899,443

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

IA

1

NAME OF REPORTING PERSON

Eric Singer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

1,899,443

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

1,899,443

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,899,443

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

IN

The following constitutes
Amendment No. 2 to Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 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
by Series One 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 A, which is incorporated
by reference herein. The aggregate purchase price of the 1,899,443 Shares beneficially owned by Series One is approximately $2,180,919,
including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 39,411,001 Shares outstanding, which is the total number of Shares
outstanding as of February 26, 2018 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 28, 2018.

A.

Series One

(a)

As of the close of business on March 13, 2018, Series One beneficially owned 1,899,443 Shares.

Percentage: Approximately
4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,899,443 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,899,443

(c)

The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,899,443 shares owned by Series One.

Percentage: Approximately
4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,899,443 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,899,443

(c)

VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

C.

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the 1,899,443 Shares owned by Series One.

Percentage: Approximately
4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,899,443 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,899,443

(c)

VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

D.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,899,443 Shares owned by Series One.

Percentage: Approximately
4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,899,443 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,899,443

(c)

Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

As of March 13, 2018, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: March 14, 2018

	VIEX Opportunities Fund, LP – Series One
	By:	VIEX GP, LLC General Partner
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

	VIEX GP, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

	VIEX Capital Advisors, LLC
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

	/s/ Eric Singer
	Eric Singer

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Share($)

Date of Purchase / Sale

VIEX
opportunities fund, LP – Series one

 

Sale of Common Stock	(93,800)	0.8814	03/12/2018
Sale of Common Stock	(236,335)	0.8821	03/12/2018
Sale of Common Stock	(5,905)	0.8507	03/13/2018
Sale of Common Stock	(541,987)	0.8045	03/13/2018