Filing Details
- Accession Number:
- 0001104659-19-056087
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-24 14:45:45
- Filed By:
- Wynnefield Capital
- Company:
- Mam Software Group Inc. (NASDAQ:MAMS)
- Filing Date:
- 2019-10-24
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wynnefield Partners Small Cap Value | 0 | 0 | 0 | 0 | 0 | 0% |
| Wynnefield Partners Small Cap Value | 0 | 0 | 0 | 0 | 0 | 0% |
| Wynnefield Small Cap Value Offshore Fund, Ltd. (No | 0 | 0 | 0 | 0 | 0 | 0% |
| Wynnefield Capital, Inc. Profit Sharing Money Purchase Plan | 0 | 0 | 0 | 0 | 0 | 0% |
| Wynnefield Capital Management | 0 | 0 | 0 | 0 | 0 | 0% |
| Wynnefield Capital, Inc. 13-3688495 | 0 | 0 | 0 | 0 | 0 | 0% |
| Nelson Obus | 0 | 0 | 0 | 0 | 0 | 0% |
| Joshua Landes | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 10)
Under the Securities Exchange Act of 1934
MAM SOFTWARE GROUP, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
00210T102
(CUSIP Number)
| Wynnefield Partners Small Cap Value, L.P 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
|
| Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 666 Third Avenue, 22nd Floor New York, New York 10017 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 30, 2019
(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 which 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 [ ]
| CUSIP No. 00210T102 | 13D/A | Page 2 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* PN
|
| CUSIP No. 00210T102 | 13D/A | Page 3 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* PN
|
| CUSIP No. 00210T102 | 13D/A | Page 4 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* CO
|
| CUSIP No. 00210T102 | 13D/A | Page 5 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* EP
|
| CUSIP No. 00210T102 | 13D/A | Page 6 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* OO
|
| CUSIP No. 00210T102 | 13D/A | Page 7 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* CO
|
| CUSIP No. 00210T102 | 13D/A | Page 8 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON*
IN
|
| CUSIP No. 00210T102 | 13D/A | Page 9 of 13 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS*
N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) |
| 8 | SHARED VOTING POWER
0 (See Item 5) | |
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) |
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14
| TYPE OF REPORTING PERSON* IN
|
| CUSIP No. 00210T102 | 13D/A | Page 10 of 13 |
Item 1. Security and Issuer.
This Amendment No. 10 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2008 as amended by Amendment No. 1 filed with the Commission on December 5, 2008, as amended by Amendment No. 2 filed with the Commission on April 13, 2009, as amended by Amendment No. 3 filed with the Commission on November 8, 2010, as amended by Amendment No. 4 filed with the Commission on December 22, 2010, as amended by Amendment No. 5 filed with the Commission on June 2, 2011, as amended by Amendment No. 6 filed with the Commission on December 23, 2011, as amended by Amendment No. 7 filed with the Commission on December 22, 2015, as amended by Amendment No. 8 filed with the Commission on May 24, 2018, and as amended by Amendment No. 9 filed with the Commission on September 13, 2019 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined below) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of MAM Software Group, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at Maple Park, Maple Court, Tankersley, Barnsley, UK S75 3DP. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D. This Amendment No. 10 constitutes an exit filing of the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) As of October 21, 2019, the Wynnefield Reporting Persons no longer beneficially own any shares of Common Stock.
(b) As of October 21, 2019, the Wynnefield Reporting Persons no longer beneficially have the power to vote and/or dispose of any shares of Common Stock.
(c) On August 30, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kerridge Commercial Systems Group Limited, an English private limited company (the “Parent”), and Chickadee Holdings Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent. On October 21, 2019, the Wynnefield Reporting Persons sold the following shares of Common Stock pursuant to the Merger Agreement, which are the only transactions in Common Stock they have engaged in during the last 60 days:
| Name | Transaction | Date | Number of Shares | Price Per Share |
| Wynnefield Partners I | Sell | 10/21/2019 | 1,476,148 | $12.12 |
| Wynnefield Partners | Sell | 10/21/2019 | 983,251 | $12.12 |
| Wynnefield Offshore | Sell | 10/21/2019 | 783,651 | $12.12 |
| Plan | Sell | 10/21/2019 | 4,474 | $12.12 |
| CUSIP No. 00210T102 | 13D/A | Page 11 of 13 |
(d) Not applicable.
(e) As of October 21, 2019, the Wynnefield Reporting Persons ceased to be the owners of any shares of Common Stock.
| CUSIP No. 00210T102 | 13D/A | Page 12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: October 24, 2019
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN
By: /s/ Nelson Obus
Nelson Obus, Co-Trustee
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
| CUSIP No. 00210T102 | 13D/A | Page 13 of 13 |
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually