- Amended Statement of Ownership (SC 13G/A)
February 04 2010 - 12:40PM
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
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
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Rule 13d-1(b)
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o
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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 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. M6184R101
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1.
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Names
of Reporting Persons
KVO Capital Management, 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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x
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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
1,118,651 (see Item 4)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
1,118,651 (see Item 4)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,118,651 (see Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
6.76%
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12.
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Type
of Reporting Person (See Instructions)
IA
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2
CUSIP
No. M6184R101
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1.
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Names
of Reporting Persons
Kernan V. Oberting
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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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x
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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
1,118,651 (see Item 4)
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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
1,118,651 (see Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,118,651 (see Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
6.76%
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12.
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Type
of Reporting Person (See Instructions)
IN
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3
CUSIP
No. M6184R101
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1.
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Names
of Reporting Persons
Robert B. Ashton
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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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x
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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
85,291 (see Item 4)
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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
85,291 (see Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
85,291 (see Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
x
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11.
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Percent
of Class Represented by Amount in Row (9)
0.52%
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12.
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Type
of Reporting Person (See Instructions)
IN
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4
Item 1.
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(a)
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Name
of Issuer
Jacada, Ltd.
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(b)
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Address
of Issuers Principal Executive Offices
11 Galgalei Haplada St.
Herzliya 46722 Israel
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Item 2.
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(a)
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Name
of Person Filing
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(b)
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Address
of Principal Business Office or, if none, Residence
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(c)
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Citizenship
KVO Capital Management, LLC
33
S. Main Street, Suite 3
Hanover,
NH 03755
Kernan
V. Oberting
c/o
KVO Capital Management, LLC
33
S. Main Street, Suite 3
Hanover,
NH 03755
Robert
B. Ashton
c/o
KVO Capital Management, LLC
33
S. Main Street, Suite 3
Hanover,
NH 03755
This
Amendment No. 2 to Schedule 13G (Amendment No. 2) is filed by KVO Capital
Management, LLC (KVO), Kernan V. Oberting (Mr. Oberting) and Robert B.
Ashton (Mr. Ashton). This Amendment
No. 2 amends and restates all information previously reported in the Schedule
13G filed by the Reporting Persons with respect to Jacada, Ltd. on November
19, 2008, as amended (the Schedule 13G).
KVO, Mr. Oberting and Mr. Ashton have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to
which they have agreed to file this Schedule 13G jointly in accordance with
the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended.
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(d)
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Title
of Class of Securities
Common Stock
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(e)
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CUSIP
Number
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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o
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Broker
or dealer registered under
Section 15
of the Act.
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(b)
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o
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Bank
as defined in
Section 3(a)(6)
of the Act.
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(c)
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o
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Insurance
company as defined in
Section 3(a)(19)
of the Act.
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(d)
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o
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Investment
company registered under
Section 8
of the Investment Company Act of
1940.
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(e)
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o
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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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o
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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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o
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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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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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o
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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;
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(j)
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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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Ownership
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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.
KVO
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(a)
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Amount
beneficially owned:
1,118,651
(1)
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(b)
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Percent
of class:
6.76%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
1,118,651
(1)
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(ii)
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Shared
power to vote or to direct the vote
0
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(iii)
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Sole
power to dispose or to direct the disposition of
1,118,651
(1)
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(iv)
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Shared
power to dispose or to direct the disposition of
0
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(1) Includes 85,291 shares held in a
private account on behalf of Mr. Ashton, a portfolio manager of KVO, over
which KVO has both voting and dispositive power pursuant to contract. KVOs voting and dispositive power over
these shares is revocable only if Mr. Ashton terminates his employment with
KVO, at which time the right to vote and dispose of those shares will revert
to him. Also includes 1,033,360 shares
held in other private accounts over which KVO has both voting and dispositive
power pursuant to contract. KVOs
voting and dispositive power over shares held in these accounts is revocable
on or after December 31, 2010.
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Kernan
V. Oberting
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(a)
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Amount
beneficially owned:
1,118,651
(2)
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(b)
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Percent
of class:
6.76%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
0
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(ii)
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Shared
power to vote or to direct the vote
1,118,651
(2)
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(iii)
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Sole
power to dispose or to direct the disposition of
0
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(iv)
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Shared
power to dispose or to direct the disposition of
1,118,651
(2)
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(2) Mr. Oberting is the Managing Member
of KVO. By reason of the provisions of
Rule 13d-3 of the Securities Exchange Act of 1934 (the Exchange Act), Mr.
Oberting may be deemed to beneficially own all of the shares that KVO is
deemed to beneficially own. Mr.
Oberting disclaims beneficial ownership of any of the securities covered by
this Schedule 13G.
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Robert
B. Ashton
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(a)
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Amount
beneficially owned:
85,291
(3) (4)
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(b)
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Percent
of class:
0.52%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
0
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(ii)
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Shared
power to vote or to direct the vote
85,291
(3) (4)
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(iii)
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Sole
power to dispose or to direct the disposition of
0
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(iv)
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Shared
power to dispose or to direct the disposition of
85,291
(3) (4)
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(3) Consists of 85,291 shares held in a
private account on behalf of Mr. Ashton over which KVO has both voting and
dispositive power pursuant to contract.
KVOs voting and dispositive power over these shares is revocable only
if Mr. Ashton terminates his employment with KVO, at which time the right to
vote and dispose of those shares will revert to him. By reason of the provisions of Rule 13d-3
of the Exchange Act, Mr. Ashton may be deemed to beneficially own these
shares.
(4) Does not include 1,033,360 shares
held in additional private accounts over which KVO has both voting and
dispositive power pursuant to contract.
Though Mr. Ashton does not have actual control over the voting,
acquisition or disposition of these shares, by virtue of his role a portfolio
manager for KVO, he may be deemed to have effective control with respect
thereto, and may be deemed to beneficially own them by reason of the
provisions of Rule 13d-3 of the Exchange Act.
Mr. Ashton disclaims beneficial ownership of these shares.
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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
o
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
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If any other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if
such interest relates to more than 5 percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
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N/A
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7
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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If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
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N/A
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Item 8.
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Identification
and Classification of Members of the Group
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If a group has filed this
schedule pursuant to Rule 13d-1(b)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each
member of the group.
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N/A
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Item 9.
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Notice of
Dissolution of Group
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Notice of dissolution of a
group may be furnished as an exhibit stating the date of the dissolution and
that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
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N/A
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8
Item 10.
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Certification
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By signing below I certify
that, to the best of my 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.
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Signature.
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
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KVO CAPITAL
MANAGEMENT, LLC
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Dated: February
4, 2010
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By:
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/s/ Kernan
V. Oberting
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Name: Kernan
V. Oberting
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Title:
Managing Member
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Dated: February
4, 2010
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/s/ Kernan
V. Oberting
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Kernan V.
Oberting
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Dated: February
4, 2010
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/s/ Robert
B. Ashton
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Robert B.
Ashton
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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9
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