TIER Tier Reit, Inc.

UNITED STATES

 OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

 OMB Number: 3235-0145

Washington, D.C. 20549

 Expires: February 28, 2009

 Estimated average burden

SCHEDULE 13D

 hours per response. . 14.5

Item 1.

Security and Issuer

This Amendment No. 5 to Schedule 13D (“ Amendment No. 5 ”) relates to the Common Stock, par value $0.01 per share (the “ Common Stock ”), of Tier Technologies, Inc., a Delaware corporation (the “ Company ”), which has its principal executive offices at 10780 Parkridge Boulevard, Suite 400, Reston Virginia 20191.  This Amendment No. 5 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on May 12, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons on August 20, 2008, Amendment No. 2 thereto filed by the Reporting Persons on September 9, 2008, Amendment No. 3 thereto filed by the Reporting Persons on October 20, 2008 and Amendment No. 4 thereto filed by the Reporting Persons on October 31, 2008 (as so amended, the “ Schedule 13D ”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 5, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 5.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 1,957,563 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of December 3, 2008 was approximately $16,243,807, and the total purchase price for the 1,684,608 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $13,989,804.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “ Partnerships ”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  No margin loans secured by the shares of Common Stock beneficially owned by the Reporting Persons remain outstanding on the date hereof. The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following as the sixth, seventh and eighth paragraphs thereof:

On December 3, 2008, Discovery Equity Partners sent to the Company a notice pursuant to the Company’s Amended and Restated Bylaws notifying the Company that Discovery Equity Partners proposes to nominate Daniel J. Donoghue and Michael R. Murphy for election to the Board of Directors of the Company at the Company’s 2009 Annual Meeting of Stockholders.  The notice provided to the Company information concerning Messrs. Donoghue and Murphy and certain other matters required by the Bylaws.

Together with the notice, Discovery Equity Partners sent a letter addressed to the Board of Directors of the Company (the “ Board ”) dated December 3, 2008 (the “ Letter ”) setting forth Discovery Equity Partners’ reasons for such nominations.  A copy of the Letter is included as Exhibit 1 to this Amendment No. 5 and is incorporated by reference herein, and the description of the Letter contained in this Amendment No. 5 is qualified in its entirety by reference to the full text of the Letter.  In the Letter, Discovery Equity Partners stated, among other things, that it believes that the Company's shares are trading at a significant discount to the Company's true value and that the discount is due to investors' lack of confidence in the current Board's ability to deliver value to shareholders.  Discovery Equity Partners further stated its view that the Board has overseen several years of operating losses, has fostered a culture with excessive corporate overhead, has not unlocked the value of the Company's primary Electronic Payment Processing business, has hoarded cash, and has entrenched itself to prevent a sale of the business, and that the Directors’ interests are not well aligned with shareholders as their collective ownership of Company stock is insignificant.  Discovery Equity Partners also stated in the Letter that it is not seeking control of the Board but that it is nominating its own experienced corporate finance professionals to the Board to provide the needed perspective of a large institutional investor and to work with other members of the Board to take proactive steps to initiate change.

Discovery Equity Partners also issued a press release dated December 4, 2008 regarding its intention to nominate Messrs. Donoghue and Murphy for election to the Board, a copy of which press release is included as Exhibit 2 to this Amendment No. 5.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information concerning percentages of ownership set forth below is based on 19,734,863 shares of Common Stock reported outstanding as of September 30, 2008 in the Company’s amendment to its Quarterly Report on Form 10-Q for the period ended June 30, 2007, filed with the Securities and Exchange Commission on November 3, 2008.

Discovery Equity Partners beneficially owns 1,684,608 shares of Common Stock as of December 3, 2008, which represents 8.5% of the outstanding Common Stock.

Discovery Group beneficially owns 1,957,563 shares of Common Stock as of December 3, 2008, which represents 9.9% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 1,957,563 shares of Common Stock as of December 3, 2008, which represents 9.9% of the outstanding Common Stock.

Mr. Murphy beneficially owns 1,957,563 shares of Common Stock as of December 3, 2008, which represents 9.9% of the outstanding Common Stock.

Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.

The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 3 hereto.

No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 5 included as Exhibit 4 to this Amendment No. 5, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 5 and Exhibit 6 , respectively, to this Amendment No. 5.

Item 7.

Material to be Filed as Exhibits

Exhibit 1:              Letter dated December 3, 2008 of Discovery Equity Partners to the Board of Directors of the Company.

Exhibit 2               Press Release dated December 4, 2008 of Discovery Equity Partners.

Exhibit 3:              List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

Exhibit 4:              Joint Filing Agreement dated as of December 4, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 5:              Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 6:              Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

December 4, 2008

Date

DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

By:  Michael R. Murphy*

Signature

Michael R. Murphy, Managing Member

Name/Title

Daniel J. Donoghue*

Signature

Daniel J. Donoghue

Name/Title

Michael R. Murphy*

Signature

Michael R. Murphy

Name/Title

*By: /s/ Mark Buckley

Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy

Exhibit 1:

Letter dated December 3, 2008 of Discovery Equity Partners to the Board of Directors of the Company.

Exhibit 2:

Press Release dated December 4, 2008 of Discovery Equity Partners.

Exhibit 3:

List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

Exhibit 4:

Joint Filing Agreement dated as of December 4, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 5:

Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 6:

Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.