SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
Phase Forward Incorporated
Common Stock
(Title of Class of Securities)
_______
71721R406
_________
(CUSIP Number)
Peter D. Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________
June 1, 2010
________________________
(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
.
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC
I.D. No
. 13-4044523
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
) X
|
|
6
|
Citizenship or place of organization
New York
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
2,025,000 (Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
2,025,000
(
Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
2,025,000
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
|
13
|
Percent of class represented by amount in row (11)
4.63%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
IA
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.
I.D. No
. 13-4044521
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
New York
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
1,250,500 (Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
1,250,500 (Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
1,250,500 (Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
|
13
|
Percent of class represented by amount in row (11)
2.86%
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Securities, Inc.
I.D. No
. 13-3379374
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00 – Client funds
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
Delaware
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
676,293 (Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
676,293
(
Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
676,293
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
|
13
|
Percent of class represented by amount in row (11)
1.55%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
HC, CO, IA
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
MJG Associates, Inc.
I.D. No
. 06-1304269
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00-Client Funds
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
Connecticut
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
3,000 (Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
3,000
(
Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
3,000
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
|
13
|
Percent of class represented by amount in row (11)
0.01%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
CO
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc.
I.D. No
. 13-4008049
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00 – Funds of investment advisory client.
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
Delaware
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
19,000 (Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
19,000
(
Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
19,000
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
|
13
|
Percent of class represented by amount in row (11)
0.04%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.
I.D. No
. 13-3056041
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
None
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
New York
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None
(Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
None
(Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
None
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc.
I.D. No
. 13-4007862
|
|
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
WC
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
New York
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None
(Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
None
(Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
None
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 71721R406
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
|
|
2
|
Check the appropriate box if a member of a group
(SEE INSTRUCTIONS)
(a)
(b)
|
|
3
|
Sec use only
|
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00 – Funds of a Private Entity
|
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (
d
) or 2 (
e
)
|
|
6
|
Citizenship or place of organization
USA
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
100,000
(Item 5)
|
|
: 8
:
:
:
|
Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
100,000
(Item 5)
|
|
:10
:
:
:
|
Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
100,000
(Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
|
13
|
Percent of class represented by amount in row (11)
0.23%
|
|
14
|
Type of reporting person
(SEE INSTRUCTIONS)
IN
|
Item 1.
Security and Issuer
This Amendment No. 2 to Schedule 13D on the Common Stock of Phase Forward Incorporated (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on April 26, 2010. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.
Item 2.
Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and Mario Gabelli. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the sole member of GGCP Holdings which is the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P and Gabelli International Gold Fund Limited.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, Gabelli Enterprise M&A Fund, The Gabelli SRI Green Fund, Inc. and The Gabelli Healthcare & Wellness
Rx
Trust (collectively, the “Funds”), which are registered investment companies.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The GAMCO Westwood Mighty Mites
sm
Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood SmallCap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the
Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
Mario Gabelli is the majority stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also deemed to be the controlling shareholder of Teton through his control of GGCP and MJG-IV.
The Reporting Persons do not admit that they constitute a group.
GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(e) On April 24, 2008, Gabelli Funds settled an administrative proceeding with the Securities and Exchange Commission (“Commission”) regarding frequent trading in shares of a mutual fund it advises, without admitting or denying the findings or allegations of the Commission. The inquiry involved Gabelli Funds’ treatment of one investor who had engaged in frequent trading in one fund (the prospectus of which did not at that time impose limits on frequent trading), and who had subsequently made an investment in a hedge fund managed by an affiliate of Gabelli Funds. The investor was banned from the fund in August 2002, only after certain other investors were banned. The principal terms of the settlement include an administrative cease and desist order from violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d) of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1 thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of $11 million in disgorgement and prejudgment interest and $5 million in a civil monetary penalty. Gabelli Funds was also required to retain an independent distribution consultant to develop a plan and oversee distribution to shareholders of the monies paid to the Commission, and to make certain other undertakings.
On January 12, 2009, Gabelli Funds settled an administrative proceeding with the Commission without admitting or denying the findings or allegations of the Commission, regarding Section 19(a) of the Company Act and Rule 19a-1 thereunder by two closed-end funds. Section 19(a) and Rule 19a-1 require registered investment companies, when making a distribution in the nature of a dividend from sources other than net investment income, to contemporaneously provide written statements to shareholders that adequately disclose the source or sources of such distribution. While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003. As part of the settlement Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1. In connection with the settlement, the Commission noted the remedial actions previously undertaken by Gabelli Funds.
(f) – Reference is made to Schedule I hereto.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
The Reporting Persons used an aggregate of approximately $8,360,630 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $3,996,438 and $2,939,610, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GSI used approximately $1,006,997 of client funds to purchase the additional Securities reported by it. Teton Advisors used approximately $318,558 of funds of investment advisory clients to purchase the additional Securities reported by it. Mario Gabelli used approximately $99,027 of funds of a private entity to purchase the additional Securities reported by it.
Item 5.
Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 4,073,793 shares, representing 9.31% of the 43,744,864 shares outstanding as reported in the Issuer’s most recent Form 10-Q for the quarterly period ended March 31, 2010. The Reporting Persons beneficially own those Securities as follows:
|
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
|
GAMCO
|
1,250,500
|
2.86%
|
|
Gabelli Funds
GSI
MJG Associates
Teton Advisors
Mario Gabelli
|
2,025,000
676,293
3,000
19,000
100,000
|
4.63%
1.55%
0.01%
0.04%
0.23%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company. GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (ii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iii) the power of Mario Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) Not applicable.
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.
Dated: June 2, 2010
GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
By:
/s/ Douglas R. Jamieson
Douglas R. Jamieson
Attorney-in-Fact
GABELLI FUNDS, LLC
TETON ADVISORS, INC.
By:
/s/ Bruce N. Alpert
Bruce N. Alpert
Chief Operating Officer – Gabelli Funds, LLC
Director – Teton Advisors, Inc.
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
By:
/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Operating Officer – GAMCO Investors, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli Securities, Inc.
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
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The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.
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GGCP, Inc.
Directors:
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Mario J. Gabelli
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Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
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Marc J. Gabelli
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Chairman of The LGL Group, Inc.
2525 Shader Road
Orlando, FL 32804
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Matthew R. Gabelli
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Vice President – Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, NY 10580
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Charles C. Baum
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Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
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Fredric V. Salerno
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Chairman; Former Vice Chairman and Chief Financial Officer
Verizon Communications
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Officers:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer
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Marc J. Gabelli
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President
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Michael G. Chieco
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Vice President, Chief Financial Officer, Secretary
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Silvio A. Berni
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Vice President, Assistant Secretary and Controller
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GGCP Holdings LLC
Member:
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GGCP, Inc.
sole member
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GAMCO Investors, Inc.
Directors:
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Edwin L. Artzt
Raymond C. Avansino
Richard L. Bready
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Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
Reno, NV 89501
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
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Mario J. Gabelli
Elisa M. Wilson
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See above
Director
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Eugene R. McGrath
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Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
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Robert S. Prather
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President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
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Officers:
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Mario J. Gabelli
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Chairman and Chief Executive Officer
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Douglas R. Jamieson
Henry G. Van der Eb
Bruce N. Alpert
Jeffrey M. Farber
Christopher Michailoff
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President and Chief Operating Officer
Senior Vice President
Senior Vice President
Executive Vice President and Chief Financial Officer
Acting Secretary
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GAMCO Asset Management Inc.
Directors:
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Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
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Officers:
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Mario J. Gabelli
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Chief Investment Officer – Value Portfolios
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Douglas R. Jamieson
Jeffrey M. Farber
Chistopher J. Michailoff
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President
Chief Financial Officer
General Counsel and Secretary
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Gabelli Funds, LLC
Officers:
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Mario J. Gabelli
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Chief Investment Officer – Value Portfolios
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Bruce N. Alpert
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Executive Vice President and Chief Operating Officer
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Agnes Mullady
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Vice President and President Closed-End Fund Division
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Teton Advisors, Inc.
Directors:
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Howard F. Ward
Bruce N. Alpert
Nicholas F. Galluccio
Robert S. Zuccaro
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Chairman
See above
Chief Executive Officer and President
Commonwealth Management Partners, LLLP
140 Greenwich Avenue
Greenwich, CT 06430
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Officers:
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Howard F. Ward
Nicholas F. Galluccio
Jeffrey M. Farber
Christopher J. Michailoff
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See above
See above
Chief Financial Officer
Acting Secretary
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Gabelli Securities, Inc.
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Directors:
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Robert W. Blake
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President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
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Douglas G. DeVivo
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General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
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Douglas R. Jamieson
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President
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Officers:
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Douglas R. Jamieson
Christopher J. Michailoff
Jeffrey M. Farber
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See above
Secretary
Chief Financial Officer
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Gabelli & Company, Inc.
Directors:
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James G. Webster, III
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Chairman & Interim President
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Irene Smolicz
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Senior Trader
Gabelli & Company, Inc.
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Officers:
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James G. Webster, III
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See Above
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Bruce N. Alpert
Diane M. LaPointe
Douglas R. Jamieson
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Vice President - Mutual Funds
Treasurer
Secretary
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Gabelli Foundation, Inc.
Officers:
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Mario J. Gabelli
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Chairman, Trustee & Chief Investment Officer
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Elisa M. Wilson
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President
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MJG-IV Limited Partnership
Officers:
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Mario J. Gabelli
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General Partner
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SCHEDULE II
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INFORMATION WITH RESPECT TO
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TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
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SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
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SHARES PURCHASED AVERAGE
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DATE SOLD(-) PRICE(2)
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COMMON STOCK-PHASE FORWARD INC.
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MARIO J. GABELLI
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4/29/10 5,870 16.8700
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GABELLI SECURITIES, INC.
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5/06/10 500 16.8050
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GABELLI ASSOCIATES LIMITED II E
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5/25/10 1,000 16.7194
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5/18/10 500 16.7600
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5/13/10 2,500- 16.8500
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5/06/10 7,000 16.8050
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5/05/10 2,500 16.8050
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5/04/10 2,000 16.8300
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GABELLI ASSOCIATES LIMITED
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5/25/10 1,000 16.7194
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5/18/10 500 16.7600
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5/13/10 2,500- 16.8500
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5/06/10 9,500 16.8050
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5/05/10 1,000 16.8050
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5/04/10 2,500 16.8200
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GABELLI ASSOCIATES FUND II
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5/25/10 500 16.7194
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5/13/10 1,000- 16.8500
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5/06/10 2,000 16.8050
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5/05/10 1,500 16.8050
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5/04/10 2,000 16.8300
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GABELLI ASSOCIATES FUND
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5/25/10 2,500 16.7194
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5/18/10 1,500 16.7600
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5/13/10 4,000- 16.8500
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5/10/10 2,500 16.7200
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5/06/10 1,000 16.8050
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5/06/10 20,000 16.7900
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5/05/10 5,000 16.8050
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5/04/10 1,000 16.8300
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5/04/10 2,500 16.8200
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GAMCO ASSET MANAGEMENT INC.
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6/01/10 3,000 16.6600
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6/01/10 11,000 16.6405
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5/28/10 15,000 16.8100
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5/21/10 5,000 16.7500
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5/20/10 10,000 16.7100
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5/19/10 5,000 16.7200
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5/13/10 20,000 16.8098
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5/13/10 73,000 16.8029
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5/13/10 8,000 16.8296
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5/12/10 3,000 16.8495
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5/12/10 25,000 16.8400
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5/12/10 3,000 16.8100
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5/12/10 3,000 16.8100
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5/12/10 3,000- 16.8100
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5/11/10 15,000 16.7860
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5/10/10 10,000 16.8200
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5/07/10 13,000 16.7338
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5/06/10 3,000 16.7000
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4/30/10 16,000 16.8600
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TETON ADVISORS, INC.
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6/01/10 4,500 16.6572
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5/10/10 14,500 16.8000
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GABELLI FUNDS, LLC.
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THE GABELLI GLOBAL DEAL FUND
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5/10/10 50,000 16.8000
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GABELLI ENTERPRISE M&A FUND
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4/29/10 75,000 16.8900
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GABELLI ABC FUND
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6/01/10 50,000 16.6572
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(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
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ON THE NASDAQ GLOBAL SECURITIES MARKET.
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(2) PRICE EXCLUDES COMMISSION.
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