- Amended Statement of Beneficial Ownership (SC 13D/A)
December 30 2008 - 12:18PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
(CUSIP
Number)
John C. Rutherford
265 Franklin Street
18
th
Floor
Boston, MA 02110
Telephone: (617) 960-4000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
WITH A COPY TO:
Joshua N. Korff
Kirkland & Ellis LLP
153 East 53
rd
Street
New York, New York 10022
(212) 446-4800
December 19, 2008
(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.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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).
CUSIP
No.
88650Q100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Giant Investment, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With(1)
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
1,799,322
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
1,799,322
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
(1)
1,799,322
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
9.1%
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14.
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Type
of Reporting Person (See Instructions)
OO
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(1) See discussion in Item 5 of
this Schedule 13D.
2
CUSIP
No.
88650Q100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Parthenon Investors II, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With(2)
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
1,748,401
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
1,748,401
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
(2)
1,748,401
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
8.9%
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14.
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Type
of Reporting Person (See Instructions)
PN
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(2) See discussion in Item 5 of
this Schedule 13D.
3
CUSIP
No.
88650Q100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
PCap Partners II, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With(3)
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
1,748,401
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
1,748,401
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
(3)
1,748,401
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
8.9%
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14.
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Type
of Reporting Person (See Instructions)
OO
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(3) See discussion in Item 5 of
this Schedule 13D.
4
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
PCap II, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With(4)
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,748,401
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,748,401
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
(4)
1,748,401
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
8.9%
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14.
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Type of Reporting Person
(See Instructions)
OO
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(4) See discussion in Item 5 of this Schedule
13D.
5
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
John C. Rutherford
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
New Zealand
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With(5)
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,799,322
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,799,322
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person(5)
1,799,322
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
9.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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(5) See discussion in Item 5 of this Schedule
13D.
6
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Ernest K. Jacquet
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
|
|
|
4.
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Source of Funds (See
Instructions)
WC
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|
|
5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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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(6)
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,799,322
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,799,322
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person(6)
1,799,322
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
9.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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(6) See discussion in Item 5 of this Schedule
13D.
7
This Statement on Schedule 13D/A (this Statement)
relates to the shares of Common Stock, par value $0.01 per share ,
(the
Common Stock
) of Tier Technologies, Inc. (
Tier
). This
Statement is filed by Giant Investment, LLC, a Delaware limited liability
company (
Giant
); Parthenon Investors II, L.P., a Delaware Limited
Partnership (
Parthenon
); PCap Partners II, LLC, a Delaware limited
liability company (
PCap Partners
); PCap II, LLC, a Delaware limited
liability company (
PCap II
); John C. Rutherford and Ernest K. Jacquet.
The information set forth in response to each separate
Item below shall be deemed to be a response to all Items where such information
is relevant. The Schedule 13D originally
filed on July 15, 2005 and amended on August 9, 2005, December 19, 2005, February
9, 2007 and October 3, 2007 is hereby amended further as follows:
8
CUSIP No.
88650Q100
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Item 5.
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Interest in Securities of the Issuer
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Item 5 has been amended or
supplemented as follows:
As of December 30, 2008:
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(a)-(b) Giant directly beneficially owns 1,799,322
shares of Common Stock, representing approximately 9.1% of the outstanding
Common Stock of Tier based on 19,734,463 shares of Common Stock outstanding
as reported in Tiers annual report on Form 10-K filed on December 10, 2008. Accordingly, as parents of Giant, each of
Parthenon (managing member of Giant), PCap Partners (general partner of
Parthenon) and PCap II (managing member of PCap Partners) may be deemed to
beneficially own their proportional interest in the shares of Common Stock
directly beneficially owned by Giant, comprising 1,748,401 shares of Common
Stock, representing approximately 8.9% of the outstanding Common Stock of
Tier.
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Additionally, as
control persons of various entities indirectly investing in Giant, each of
Mr. Rutherford and Mr. Jacquet may be deemed to beneficially own a
proportional interest in the shares of Common Stock directly beneficially
owned by Giant comprising 1,799,322 shares of Common Stock, representing approximately
9.1% of the outstanding Common Stock of Tier.
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(c) The following
transactions in the Issuers Common Stock were executed by the respective
reporting persons identified in the table below, in the 60 days prior to the
date of this report. Each of the
transactions were sales of Common Stock and were made in the open market.
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Transaction Date
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Number of Shares
Purchased
by Giant
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Number of Shares
Relating to
Parthenon, PCap
Partners and PCap
IIs Proportional
Interest
(97.17%)
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Number of
Shares
Relating to
Rutherford
and Jacquet
Proportional
Interest
(100%)
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Price Per
Share
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10/27/2008
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280
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272
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280
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$
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4.95
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12/16/2008
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1,152
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1,119
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1,152
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$
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4.45
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12/19/2008
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124,178
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120,664
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124,178
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$
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4.90
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9
CUSIP No. 88650Q100
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Item 7.
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Material to Be Filed as Exhibits
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99.1. Joint Filing Agreement
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10
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: December 30, 2008
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Giant
Investment, LLC
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By: Parthenon Investors
II, L.P.,
as managing member
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By: PCap Partners II,
LLC,
as general partner
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By: PCap II, LLC,
as general partner
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By: /s/
John C. Rutherford
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Name:
John C. Rutherford
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Title: Managing Member
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Parthenon
Investors II, L.P.
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By: PCap Partners II,
LLC,
as general partner
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By: PCap II, LLC,
as general partner
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By: /s/
John C. Rutherford
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Name:
John C. Rutherford
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Title: Managing Member
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PCap
Partners II, LLC
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By: PCap II, LLC,
as general partner
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By: /s/
John C. Rutherford
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Name:
John C. Rutherford
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Title: Managing Member
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11
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PCap
II, LLC
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By: /s/
John C. Rutherford
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Name:
John C. Rutherford
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Title: Managing Member
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/s/
John C. Rutherford
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Name:
John C. Rutherford
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/s/
Ernest K. Jacquet
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Name:
Ernest K. Jacquet
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12
INDEX TO EXHIBITS
Exhibit
Number
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Document
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99.1.
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Joint Filing Agreement
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13
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