Filing Details

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. 10)¹

Quantum Corporation

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

747906501

(CUSIP Number)

ERIC SINGER

VIEX Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 9, 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 ¨.

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							925,983 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							925,983 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				925,983 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.7%
	14		TYPE OF REPORTING PERSON
				PN

 

___________

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

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

 

1

NAME OF REPORTING PERSON

VIEX Opportunities Fund, LP - Series Two*

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

176,648 (1)

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

176,648 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

176,648 (1)

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

 

___________

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

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities Fund III, LP
	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							2,588,833 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							2,588,833 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,588,833 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.5%
	14		TYPE OF REPORTING PERSON
				PN

 

___________

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

	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							1,102,631(1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,102,631(1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,102,631(1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.2%
	14		TYPE OF REPORTING PERSON
				OO

 

___________

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

	1		NAME OF REPORTING PERSON
				VIEX Special Opportunities GP III, 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							2,588,833 (1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							2,588,833 (1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,588,833 (1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.5%
	14		TYPE OF REPORTING PERSON
				OO

 

___________

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

	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							3,691,464(1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,691,464(1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,691,464(1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				10.7%
	14		TYPE OF REPORTING PERSON
				IA

 

___________

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

	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							3,691,464(1)
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,691,464(1)
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,691,464(1)
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				10.7%
	14		TYPE OF REPORTING PERSON
				IN

 

___________

(1) Reflects a 1-for-8 reverse stock split of the Issuer’s common stock effected on April 18, 2017.

  

 

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (the “Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 9, 2017, Eric Singer was appointed to the Board of Directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 34,673,884 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2017.

A.

Series One

(a)

As of the close of business on November 13, 2017, Series One beneficially owned 925,983 Shares.

Percentage: Approximately 2.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 925,983 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 925,983

 

(c)

Series One has not entered into any transactions in the Shares during the past sixty days.

B.

Series Two

(a)

As of the close of business on November 13, 2017, Series Two beneficially owned 176,648 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 176,648 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 176,648

 

 

(c)

Series Two has not entered into any transactions in the Shares during the past sixty days.

C.

VSO III

(a)

As of the close of business on November 13, 2017, VSO III beneficially owned 2,588,833 Shares.

Percentage: Approximately 7.5%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,588,833 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,588,833

 

(c)

VSO III has not entered into any transactions in the Shares during the past sixty days.

D.

VIEX GP

(a)

VIEX GP, as the general partner of Series One and Series Two, may be deemed the beneficial owner of the (i) 925,983 shares owned by Series One and (ii) 176,648 shares owned by Series Two.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,102,631 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,102,631

 

(c)

VIEX GP has not entered into any transactions in the Shares during the past sixty days.

E.

VSO GP III

(a)

VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 2,588,833 shares owned by VSO III.

Percentage: Approximately 7.5%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,588,833 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,588,833

 

(c)

VSO GP III has not entered into any transactions in the Shares during the past sixty days.

F.

VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One and Series Two, may be deemed the beneficial owner of the (i) 925,983 Shares owned by Series One, (ii) 176,648 Shares owned by Series Two and (iii) 2,588,833 owned by VSO III.

Percentage: Approximately 10.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,691,464 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,691,464

(c)

VIEX Capital has not entered into any transactions in the Shares during the past sixty days.

G.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 925,983 Shares owned by Series One, (ii) 176,648 Shares owned by Series Two and (iii) 2,588,833 owned by VSO III.

Percentage: Approximately 10.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,691,464 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,691,464

(c)

Mr. Singer has not entered into any transactions in the Shares during the past sixty days.

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.

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: November 13, 2017

 

 

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

 

 

	VIEX Opportunities Fund, LP - Series Two
	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 Special Opportunities Fund III, LP
	By:	VIEX Special Opportunities GP III, LLC General Partner
	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member

 

 

 

	VIEX Special Opportunities GP III, 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