- Amended Statement of Ownership (SC 13G/A)
January 21 2011 - 3:34PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 6)*
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(Name of Issuer)
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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--------------------------
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
CUSIP No. M6184R101
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SCHEDULE 13D
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSON
Emancipation Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
176,081
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
176,081
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,081
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. M6184R101
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SCHEDULE 13D
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Page
3
of 9 Pages
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1
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NAME OF REPORTING PERSON
Emancipation Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
176,081
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
176,081
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,081
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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12
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TYPE OF REPORTING PERSON**
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. M6184R101
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SCHEDULE 13D
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Page
4
of 9 Pages
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1
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NAME OF REPORTING PERSON
Emancipation Capital Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
176,081
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
176,081
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,081
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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12
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TYPE OF REPORTING PERSON**
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. M6184R101
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SCHEDULE 13D
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Page
5
of 9 Pages
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1
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NAME OF REPORTING PERSON
Charles Frumberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
176,081
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
176,081
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,081
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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12
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TYPE OF REPORTING PERSON**
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. M6184R101
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SCHEDULE 13D
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Page
6
of 9 Pages
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Item 1.
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(a)
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Name of Issuer
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Jacada Ltd. (the "Company")
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(b)
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Address of Issuer’s Principal Executive Offices
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11 Shenkar Street.
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Herzliya 46725 Israel
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office
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Item 2(c).
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Citizenship
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Emancipation Capital, LP, ("Emancipation Capital")
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825 Third Avenue, 33rd Floor
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New York, NY 10022
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Citizenship: Delaware
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Emancipation Capital, LLC, ("Emancipation Capital LLC")
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825 Third Avenue, 33rd Floor
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New York, NY 10022
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Citizenship: Delaware
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Emancipation Capital Master, Ltd. ("Emancipation Master Ltd")
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825 Third Avenue, 33rd Floor
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New York, NY 10022
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Citizenship: Cayman Islands
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Charles Frumberg, ("Mr. Frumberg", Emancipation Capital, Emancipation
Capital LLC and Emancipation Master Ltd are sometimes hereinafter referred to collectively as the "Emancipation Filing Persons")
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c/o Emancipation Capital, LLC
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825 Third Avenue, 33rd Floor
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New York, NY 10022
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Citizenship: United States
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Item 2(d).
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Title of Class of Securities
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Common Stock, par value NIS 0.04 per share (“Common Stock”)
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Item 2(e).
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CUSIP Number
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M6184R101
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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CUSIP No. M6184R101
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SCHEDULE 13D
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Page
7
of 9 Pages
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.12d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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As of the filing date, each Reporting Person may be deemed the beneficial owner of 176,081 shares of Common Stock. Emancipation Capital, LLC, acts as the general partner of Emancipation Capital and has voting and dispositive power over the securities held by Emancipation Capital. The managing member of Emancipation Capital LLC is Mr. Frumberg. Emancipation Management LLC, acts as the investment manager of Emancipation Master Ltd. The managing member of Emancipation Management is Mr. Frumberg. Each of the Reporting Persons expressly disclaim beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Persons' management and control.
Approximately 4.2% as of the filing date (based on the Company’s Form 6-K filed September 20, 2010, there were 16,636,534 shares of Common Stock issued and outstanding as of September 15, 2010 and based on Company’s Form 6-K filed on October 26, 2010 as of November 10, 2010, every four ordinary shares, each having a nominal value of NIS 0.01, were combined into one ordinary share having a nominal value of NIS 0.04.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 shares of Common Stock
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CUSIP No. M6184R101
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SCHEDULE 13D
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Page
8
of 9 Pages
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(ii)
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Shared power to vote or to direct the vote
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176,081 shares of Common Stock
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(iii)
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Sole power to dispose or to direct the disposition of
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0 shares of Common Stock
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(iv)
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Shared power to dispose or to direct the disposition of
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176,081 shares of Common Stock
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
x
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. M6184R101
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SCHEDULE 13D
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Page
9
of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: January 21, 2011
EMANCIPATION CAPITAL, LP
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By:
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Emancipation Capital, LLC,
its general partner
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By:
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Name: Charles Frumberg
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Title: Managing Member
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EMANCIPATION CAPITAL MASTER LTD.
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By:
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Name: Charles Frumberg
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Title: Director
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EMANCIPATION CAPITAL, LLC
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By:
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Name: Charles Frumberg
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Title: Managing Member
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CHARLES FRUMBERG
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