Page 7 of 10 – SEC Filing
This Amendment No. 6 (this Amendment) amends and supplements the Schedule 13D (the Schedule 13D) filed November 13, 2012 (as amended and supplemented by Amendment No. 1 to this 13D, filed February 21, 2013, Amendment No. 2 to this 13D, filed May 12, 2014, Amendment No. 3 to this 13D, filed June 23, 2014, Amendment No. 4 to this 13D, filed January 14, 2015 and Amendment No. 5 to this 13D, filed September 18, 2015), by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (Master Fund I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (Master Fund VI), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (Master Fund XII and, together with Master Fund I and Master Fund VI, the Funds), P2 Capital Partners, LLC, a Delaware limited liability company (the Manager) and Claus Moller, a citizen of Denmark (all the preceding persons are the Reporting Persons). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and replaced by the following:
The source of funds for the purchases of Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
As of February 28, 2017, Master Fund I had invested $6,666,065 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $9,690,395 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund XII had invested $8,167,119 (excluding brokerage commissions) in the Shares of the Issuer.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended and replaced by the following:
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on February 28, 2017, Master Fund I beneficially owned an aggregate of 261,600 Shares, representing approximately 1.4% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 347,402 Shares, representing approximately 1.9% of the outstanding Shares and Master Fund XII beneficially owned an aggregate of 217,260 Shares, representing approximately 1.2% of the outstanding Shares. As of the close of business on February 28, 2017, each of the Manager and Mr. Moller may be deemed to beneficially own 826,262 Shares of Common Stock, in the aggregate, which represented approximately 4.5% of the outstanding Shares. All percentages set forth in this paragraph are based on 18,218,000 Shares of Common Stock outstanding (as of November 3, 2016), which number of Shares of Common Stock is based upon the Issuers Report on Form 10-Q filed on November 8, 2016 for the quarter ended September 30, 2016.
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This Amendment No. 6 (this Amendment) amends and supplements the Schedule 13D (the Schedule 13D) filed November 13, 2012 (as amended and supplemented by Amendment No. 1 to this 13D, filed February 21, 2013, Amendment No. 2 to this 13D, filed May 12, 2014, Amendment No. 3 to this 13D, filed June 23, 2014, Amendment No. 4 to this 13D, filed January 14, 2015 and Amendment No. 5 to this 13D, filed September 18, 2015), by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (Master Fund I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (Master Fund VI), P2 Capital Master Fund XII, L.P., a Delaware limited partnership (Master Fund XII and, together with Master Fund I and Master Fund VI, the Funds), P2 Capital Partners, LLC, a Delaware limited liability company (the Manager) and Claus Moller, a citizen of Denmark (all the preceding persons are the Reporting Persons). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and replaced by the following:
The source of funds for the purchases of Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
As of February 28, 2017, Master Fund I had invested $6,666,065 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $9,690,395 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund XII had invested $8,167,119 (excluding brokerage commissions) in the Shares of the Issuer.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended and replaced by the following:
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on February 28, 2017, Master Fund I beneficially owned an aggregate of 261,600 Shares, representing approximately 1.4% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 347,402 Shares, representing approximately 1.9% of the outstanding Shares and Master Fund XII beneficially owned an aggregate of 217,260 Shares, representing approximately 1.2% of the outstanding Shares. As of the close of business on February 28, 2017, each of the Manager and Mr. Moller may be deemed to beneficially own 826,262 Shares of Common Stock, in the aggregate, which represented approximately 4.5% of the outstanding Shares. All percentages set forth in this paragraph are based on 18,218,000 Shares of Common Stock outstanding (as of November 3, 2016), which number of Shares of Common Stock is based upon the Issuers Report on Form 10-Q filed on November 8, 2016 for the quarter ended September 30, 2016.
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