13D Filing: Viex Capital Advisors, LLC and Immersion Corp (IMMR)

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. 6)¹

Immersion Corporation

(Name
of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

452521107

(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)

January 22, 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).

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

** Includes 195,000 shares underlying call options currently exercisable
as further described in Item 6 hereto.

** Includes 195,000 shares underlying call options currently exercisable
as further described in Item 6 hereto.

** Includes 195,000 shares underlying call options currently exercisable
as further described in Item 6 hereto.

** Includes 195,000 shares underlying call options currently exercisable
as further described in Item 6 hereto.

The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (the “Amendment No. 6”). This Amendment No. 6 amends the
Schedule 13D as specifically set forth herein.

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 337,802 Shares beneficially owned by Series One is approximately $2,295,865, including
brokerage commissions. The aggregate purchase price of the call options currently exercisable onto 195,000 Shares beneficially
owned by Series One, as further described in Item 6 below, is approximately $672,060, including brokerage commissions.

The Shares purchased by VSO
II 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 1,550,774 Shares beneficially owned by VSO II is approximately $10,588,357, including
brokerage commissions.

Item 4 is hereby amended to add the following:

On January 5, 2018,
the Reporting Persons sent a letter (the “Demand Letter”) to the Issuer demanding to inspect certain books and records
of the Issuer to assess whether a majority of the Board, under the helm of Chairman Carl Schlachte, has breached its fiduciary
duties to stockholders by failing to keep themselves reasonably informed.

In the Demand Letter,
the Reporting Persons noted the Issuer’s prolonged underperformance under former CEO Victor Viegas’ stewardship. Yet,
despite this underperformance, the Reporting Persons questioned why the Board would request Mr. Viegas’ resignation, without
any succession planning. In the Reporting Persons view, such poor planning suggests a majority of the Board breached their fiduciary
duties in failing to keep themselves reasonably informed of Mr. Viegas’ conduct over the years. The Reporting Persons also
believe that the appointment of Mr. Schlachte as interim CEO is inadequate to protect stockholder value since Mr. Schlachte has
served as Chairman of the Board since July 2012 and should be held equally accountable as Mr. Viegas for the Issuer’s dismal
performance over the same period.

The Reporting Persons
also expressed their concerns in the Demand Letter with the Board’s restructuring plan, which included a 41% reduction in
workforce. While the Reporting Persons believe this is a step in the right direction, the Reporting Persons believe this should
have happened much earlier and question whether a majority of the Board kept themselves reasonably informed regarding management’s
budget proposals, business plans and overall strategy given the substantial size of the workforce reduction.

The Reporting
Persons also questioned in the Demand Letter whether a majority of the Board has undertaken a good faith effort to explore all
means to maximize value for stockholders, including to fully consider and evaluate any proposal to acquire the Issuer that may
have been received by the Board. In the Reporting Persons’ view, the Issuer operates in a highly strategic area of the technology
industry with an attractive competitive position and a compelling product, its touch feedback technology, the value of which is
not reflected in the Issuer’s current market price. At the same time, the industry in which the Issuer operates is consolidating,
which makes the Reporting Persons believe that there could be a number of credible buyers that would be interested in acquiring
the Issuer at a price that could return significant value to stockholders. However, based on historic discussions with Chairman
Schlachte and the overly generous compensation packages paid to Board members, the Reporting Persons are concerned that Chairman
Schlachte and other members comprising the majority of the Board may not have the same alignment of interests as stockholders
to fully consider any acquisition proposals that may be received by the Issuer. In particular, Chairman Schlachte has received
in excess of one million dollars ($1,000,000) in total compensation over his tenure as Chairman, despite the Issuer’s poor
performance. The Reporting Persons also note that none of the directors have purchased any material amount of stock and therefore
have little of their own dollars at risk. In addition, the recent adoption of a “poison pill” in response to the Reporting
Persons’ nomination of directors was, in the Reporting Persons’ view, yet another attempt by the incumbent directors
to maintain their control of the Issuer and disenfranchise stockholders.

On January 11, 2018,
the Issuer’s counsel sent a letter rejecting the Demand Letter.

The Reporting Persons
sent the Demand Letter to protect stockholder value. In light of the significant decisions that need to be made at the Issuer,
including the appointment of a new CEO, and the Reporting Persons’ concerns with the majority of the Board’s oversight
and possible breaches of fiduciary duties, the Reporting Persons believe it is imperative that they obtain immediate Board representation
to better align the Board’s interests with stockholders.

On December 29, 2017,
the Reporting Persons had a discussion with Sharon Holt, the Issuer’s lead independent director, to express their concerns
and request the immediate appointment of their nominees, Steve L. Domenik and Eric Singer, to the Board so that stockholders could
weigh in on the important decisions facing the Issuer. On January 4, 2017, the Issuer communicated that the Board would not appoint
Messrs. Domenik or Singer to the Board.

The Reporting Persons
are alarmed that the Board would choose to pursue a costly proxy fight at the Annual Meeting rather than agree to appoint two stockholder
representatives to the Board. The Reporting Persons intend to hold each director accountable if the Board continues to waste stockholder
resources on an unnecessary contested election, by paying egregious compensation to directors, by adopting other stockholder unfriendly
measures to further entrench themselves, and by failing to fully evaluate all opportunities to monetize value for all stockholders.

Item 5(a)-(c) is hereby amended and restated
to read as follows:

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 29,251,243 Shares outstanding, which is the total number of Shares
outstanding as of October 27, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on November 3, 2017.

Percentage: Approximately 1.8%

Percentage: Approximately 5.3%

Percentage: Approximately 1.8%

Percentage: Approximately 5.3%

Percentage: Approximately 7.1%

Percentage: Approximately 7.1%

Percentage: Approximately 0%

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.

Item 6 is hereby amended to add the
following:

Series One has sold
short in the over the counter market American-style put options referencing an aggregate of 10,000 Shares, which have an exercise
price of $7.50 and expire on January 19, 2018, and an aggregate of 60,000 Shares, which have an exercise price of $7.50 and expire
on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Series One has purchased
in the over the counter market call options referencing an aggregate of 100,000 Shares, which have an exercise price of $5.00 and
expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.

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: January 23, 2018

SCHEDULE A

Transactions in the Shares Since
the Filing of Amendment No. 5

VIEX
opportunities fund, LP – Series one