UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment
No. 3)*
Overland
Storage, Inc.
(Name of
Issuer)
Common
Stock, no par value per share
(Title of
Class of Securities)
690310107
(CUSIP
Number)
December
31, 2010
(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)
ý
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.
|
STEPHENS
INVESTMENT 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
|
2,063,309
|
(6)
|
Shared Voting Power
|
0
|
(7)
|
Sole Dispositive Power
|
2,063,309
|
(8)
|
Shared Dispositive Power
|
0
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
2,063,309
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
18.8%
|
(12)
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
|
|
2
(1)
|
Names of Reporting Persons.
|
PAUL
H. STEPHENS
|
(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
|
0
|
(6)
|
Shared Voting Power
|
2,063,309
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
2,063,309
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
2,063,309
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
18.8%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
|
|
|
3
(1)
|
Names of Reporting Persons.
|
P.
BARTLETT STEPHENS
|
(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
|
0
|
(6)
|
Shared Voting Power
|
2,063,309
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
2,063,309
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
2,063,309
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
18.8%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
|
|
|
4
(1)
|
Names of Reporting Persons.
|
W.
BRADFORD STEPHENS
|
(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
|
0
|
(6)
|
Shared Voting Power
|
2,063,309
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
2,063,309
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
2,063,309
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
18.8%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
|
|
|
5
(1)
|
Names of Reporting Persons.
|
ORPHAN FUND, 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
|
809,106
|
(6)
|
Shared Voting Power
|
0
|
(7)
|
Sole Dispositive Power
|
809,106
|
(8)
|
Shared Dispositive Power
|
0
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
809,106
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
7.4%
|
(12)
|
Type of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
|
|
|
|
6
(1)
|
Names of Reporting Persons.
|
STEPHENS INDUSTRY 2, 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
|
805,503
|
(6)
|
Shared Voting Power
|
0
|
(7)
|
Sole Dispositive Power
|
805,503
|
(8)
|
Shared Dispositive Power
|
0
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
805,503
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
7.4%
|
(12)
|
Type of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
|
|
|
|
7
Item
1(a). Name of Issuer:
Overland Storage, Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices:
4820 Overland Avenue
San Diego, CA 92123
Item
2(a). Names of Persons Filing:
Stephens Investment Management, LLC (“SIM”)
Paul H. Stephens (“Paul Stephens”)
P. Bartlett Stephens (“Bart Stephens”)
W. Bradford Stephens (“Brad Stephens”)
Orphan Fund, L.P. (“Orphan”)
Stephens Industry 2, L.P. (“Stephens Industry 2”)
Item
2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each reporting person
is One Ferry Building, Suite 255, San Francisco, CA 94111.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2–7 of this Schedule 13G (this “Schedule”),
which Items are incorporated by reference herein.
Item
2(d). Title of Class of Securities:
Common Stock, no par value per share
Item
2(e). CUSIP Number:
690310107
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);
8
¨
(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).
Item
4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages 2 - 7 of this Schedule, which Items are incorporated by reference herein.
The
securities to which this Schedule relates (the “Securities”) are owned
by certain investment limited partnerships, including Orphan and Stephens Industry 2, for which SIM serves
as general partner and investment manager. SIM, as those
investment limited partnerships’ general partner and investment
manager, and Paul Stephens, Brad Stephens and Bart Stephens, as
managing members and owners of SIM, may therefore be deemed to
beneficially own Securities owned by such investment limited
partnerships for the purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (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 SIM, Paul Stephens, Brad Stephens or Bart
Stephens is, for any other purpose, the beneficial owner of any of the
Securities, and each of SIM, Paul Stephens, Brad Stephens and Bart
Stephens 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 other individual executive officers or 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
2-7 was
derived from the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities
and Exchange Commission on November 12, 2010, in which the Issuer
stated that
the number of shares of common stock, $0.0001 par value per share,
outstanding as of November 2, 2010 was 10,952,312 shares.
Item
5. Ownership of Five Percent or Less of a Class
Not Applicable.
9
Item
6. Ownership of More than Five Percent on
Behalf of Another Person.
SIM
serves as general partner and investment manager to certain investment
limited partnerships that have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Securities. Other than as reported in this Schedule, no
investment limited partnership’s holdings exceed five percent of the
Issuer’s common stock.
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.
Item
10. Certification
By
signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
10
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.
Dated: Februarh 11, 2011
|
STEPHENS INVESTMENT MANAGEMENT, LLC
By:
/s/
W. Bradford Stephens
W. Bradford Stephens
Its Managing Member
|
|
ORPHAN FUND, L.P.
By: Stephens Investment Management, LLC, its
General Partner
By:
/s/ W. Bradford
Stephens
W. Bradford Stephens
Its Managing Member
|
|
STEPHENS INDUSTRY 2, L.P.
By: Stephens Investment Management, LLC, its
General Partner
By:
/s/ W. Bradford
Stephens
W. Bradford Stephens
Its Managing Member
|
|
/s/
Paul H.
Stephens
Paul H. Stephens
|
|
/s/
P. Bartlett
Stephens
P. Bartlett Stephens
|
|
/s/
W. Bradford
Stephens
W. Bradford Stephens
|
EXHIBIT
INDEX
Exhibit
A Joint Filing
Undertaking Page
10
11
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: Februarh 11, 2011
|
STEPHENS INVESTMENT MANAGEMENT, LLC
By:
/s/
W. Bradford Stephens
W. Bradford Stephens
Its Managing Member
|
|
ORPHAN FUND, L.P.
By: Stephens Investment Management, LLC, its
General Partner
By:
/s/ W. Bradford
Stephens
W. Bradford Stephens
Its Managing Member
|
|
STEPHENS INDUSTRY 2, L.P.
By: Stephens Investment Management, LLC, its
General Partner
By:
/s/ W. Bradford
Stephens
W. Bradford Stephens
Its Managing Member
|
|
/s/
Paul H.
Stephens
Paul H. Stephens
|
|
/s/
P. Bartlett
Stephens
P. Bartlett Stephens
|
|
/s/
W. Bradford
Stephens
W. Bradford Stephens
|
12
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