Filing Details
- Accession Number:
- 0001013594-17-000491
- Form Type:
- 13D Filing
- Publication Date:
- 2017-07-19 17:17:15
- Filed By:
- Nierenberg Investment Management
- Company:
- Radisys Corp (NASDAQ:RSYS)
- Filing Date:
- 2017-07-19
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| The D3 Family Fund | 0 | 439,169 | 0 | 439,169 | 439,169 | 1.1% |
| The D3 Family Bulldog Fund | 0 | 1,070,648 | 0 | 1,070,648 | 1,070,648 | 2.8% |
| The DIII Offshore Fund | 0 | 79,836 | 0 | 79,836 | 79,836 | Less% |
| Nierenberg Investment Management Company, Inc | 0 | 1,589,653 | 0 | 1,589,653 | 1,589,653 | 4.1% |
| Nierenberg Investment Management Offshore, Inc | 0 | 79,836 | 0 | 79,836 | 79,836 | Less% |
| David Nierenberg | 0 | 1,589,653 | 0 | 1,589,653 | 1,589,653 | 4.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
RADISYS CORPORATION (RSYS)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
750459109
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
July 17, 2017
(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 Ô.
| 1 | NAME OF REPORTING PERSONS The D3 Family Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) 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 Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 439,169 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 439,169 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 439,169 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
| 1 | NAME OF REPORTING PERSONS The D3 Family Bulldog Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) 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 Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,070,648 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,070,648 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,070,648 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSONS The DIII Offshore Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) 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 Bahamas | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 79,836 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 79,836 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,836 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSONS Nierenberg Investment Management Company, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) 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 Washington | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,589,653 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,589,653 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,653 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSONS Nierenberg Investment Management Offshore, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) 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 Bahamas | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 79,836 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 79,836 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,836 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSONS David Nierenberg | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) AF | ||
| 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 of America | ||
| NUMBER OF SHARES BENEFICIALLY | 7 | SOLE VOTING POWER 0 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 1,589,653 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,589,653 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,653 | ||
| 12 | 79,836 | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned ("Amendment No. 13"). This Amendment No. 13 amends the Schedule 13D with respect to the shares of common stock (the "Shares") of Radisys Corporation. ("RSYS" or the "Company") previously filed by or on behalf of the Reporting Persons specifically set forth herein.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 38,928,674 Shares outstanding as of April 27, 2017, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2017.
As of the close of business on the date hereof, the Family Fund individually beneficially owned 439,169 Shares, constituting approximately 1.1% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,070,648 Shares, constituting approximately 2.8% of all of the outstanding Shares.
As of the close of business on the date hereof, the Offshore Fund individually beneficially owned 79,836 Shares, constituting less than 1% of all of the outstanding Shares.
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Offshore Fund discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,589,653 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Offshore Fund, constituting approximately 4.1% of all of the outstanding Shares.
By virtue of its relationships with the Offshore Fund discussed in further detail in Item 2, NIMO may be deemed to be the beneficial owner of the 79,836 Shares, beneficially owned by the Offshore Fund, constituting less than 1% of all of the outstanding Shares.
By virtue of his relationship with NIMCO and NIMO discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,589,653 Shares beneficially owned by NIMCO and NIMO, constituting approximately 4.1% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 1,589,653 Shares, constituting approximately 4.1% of the outstanding Shares.
Item 5(b) is hereby amended and restated to read as follows:
(b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 439,169 Shares held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,070,648 Shares held by the Bulldog Fund.
The Offshore Fund, NIMO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 79,836 Shares held by the Offshore Fund.
Item 5(c) is hereby amended and restated to read as follows:
(c) During the past sixty (60) days the following sale of Shares were made by the Reporting Persons named below in open market transaction:
| Fund | Transaction Date | Shares Sold | Price |
| D3 Family Fund LP | 7/17/2017 | 148,808 | 2.50 |
| D3 Family Bulldog Fund LP | 7/17/2017 | 344,140 | 2.50 |
| DIII Offshore Fund LP | 7/17/2017 | 7,052 | 2.50 |
| D3 Family Fund LP | 7/18/2017 | 141,229 | 2.61 |
| D3 Family Bulldog Fund LP | 7/18/2017 | 338,897 | 2.61 |
| DIII Offshore Fund LP | 7/18/2017 | 19,874 | 2.61 |
(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding Shares on July 18, 2017.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
| D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P. | |
| By: Nierenberg Investment Management Company, Inc. | |
| July 19, 2017 | Its: General Partner By: /s/ David Nierenberg David Nierenberg, President |
| DIII Offshore Fund, L.P. By: Nierenberg Investment Management Offshore, Inc. | |
| July 19, 2017 | Its: General Partner By: /s/ David Nierenberg David Nierenberg, President |
| Nierenberg Investment Management Company, Inc. | |
| July 19, 2017 | By: /s/ David Nierenberg David Nierenberg, President |
| Nierenberg Investment Management Offshore, Inc. | |
| July 19, 2017 | By: /s/ David Nierenberg David Nierenberg, President |
| July 19, 2017 | /s/ David Nierenberg David Nierenberg |