UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Lumera
Corporation
(Name of
Issuer)
Common Stock, $0.001 par
value
(Title of
Class of Securities)
55024R106
(CUSIP
Number)
July 15,
2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
£
Rule
13d-1(b)
T
Rule
13d-1(c)
£
Rule
13d-1(d)
*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).
|
1.
|
Names
of Reporting Persons.
|
Enable
Capital Management, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
£
(b)
£
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
1,333,333
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
1,333,333
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,333,333
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
6.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
1.
|
Names
of Reporting Persons.
|
Mitchell
S. Levine
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
£
(b)
£
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
1,333,333
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
1,333,333
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,333,333
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
6.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
1.
|
Names
of Reporting Persons.
|
Enable Growth
Partners, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
£
(b)
£
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
1,333,333
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
1,333,333
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,333,333
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
6.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
Item
1(a).
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Name
of Issuer:
|
Lumera
Corporation
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
19910
North Creek Parkway, Suite 100
Bothell,
WA 98011
|
Item
2(a).
|
Names
of Persons Filing:
|
Enable
Capital Management, LLC (“ECM”)
Enable
Growth Partners, L.P. (“EGP”)
Mitchell
S. Levine
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
The
principal business address of the reporting persons is One Ferry Building, Suite
255, San Francisco, CA 94111.
Reference
is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this “Schedule”),
which Items are incorporated by reference herein.
|
Item
2(d).
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Title
of Class of Securities:
|
Common
Stock
55024R106
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
£
(a) Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
£
(b) Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
£
(c) Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
£
(d) Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
£
(e) An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
£
(f) An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
£
(g) A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
£
(h) A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
£
(i) 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);
£
(j) Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
Reference
is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which
Items are incorporated by reference herein.
The
shares of the Issuer’s common stock reported as beneficially owned by ECM on
this Schedule (the “Securities”) are held by or for the benefit of
EGP. ECM, as general partner and investment manager of EGP, and
Mitchell S. Levine, as managing member and majority owner of ECM, may be deemed
to beneficially own the Securities for the purposes of Rule 13d-3 of the Act,
insofar as they may be deemed to have the power to direct the voting or
disposition of those Securities.
Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that ECM or Mr. Levine is, for any other purpose, the
beneficial owner of any of the Securities, and each of ECM and Mr. Levine
disclaims beneficial ownership as to the Securities, except to the extent of his
or its pecuniary interests therein.
Under the
definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also
possible that the individual general partners, executive officers, and members
of the foregoing entities might be deemed the “beneficial owners” of some or all
of the Securities insofar as they may be deemed to share the power to direct the
voting or disposition of the Securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an admission that
any of such individuals is, for any purpose, the beneficial owner of any of the
Securities, and such beneficial ownership is expressly disclaimed.
The
calculation of percentage of beneficial ownership in item 11 of pages 2, 3 and 4
was derived from the Issuer’s Form 8-K Current Report filed with the Securities
and Exchange Commission (the “SEC”) on July 15, 2008, in which the Issuer stated
that the number of shares of its common stock outstanding as of July 11, 2008
was 20,088,352 shares. In calculating the aforementioned percentages,
the reporting persons have additionally included some of the Securities known by
the reporting persons to have been issued subsequent to the filing of the Form
8-K.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
|
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
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.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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Dated: October
17, 2008
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ENABLE
CAPITAL MANAGEMENT, LLC
By:
/s/ Mitchell S.
Levine
Mitchell
S. Levine, its Managing Member
|
|
|
ENABLE
GROWTH PARTNERS, L.P.
By: Enable
Capital Management, LLC,
its General
Partner
By:
/s/ Mitchell S.
Levine
Mitchell S. Levine, its
Managing Member
|
|
|
MITCHELL
S. LEVINE
/s/ Mitchell S.
Levine
Mitchell
S. Levine
|
EXHIBIT
INDEX
Exhibit
A Joint
Filing
Undertaking Page
9
EXHIBIT
A
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as an
exhibit to this Schedule 13G to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on
behalf of each of such parties.
|
Dated: October
17, 2008
|
ENABLE
CAPITAL MANAGEMENT, LLC
By:
/s/ Mitchell S.
Levine
Mitchell
S. Levine, its Managing Member
|
|
|
ENABLE
GROWTH PARTNERS, L.P.
By: Enable
Capital Management, LLC,
its General
Partner
By:
/s/ Mitchell S.
Levine
Mitchell S. Levine, its
Managing Member
|
|
|
MITCHELL
S. LEVINE
/s/ Mitchell S.
Levine
Mitchell
S. Levine
|