Amended Statement of Beneficial Ownership (sc 13d/a)
June 17 2016 - 2:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.1)
1
United Online, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
911268209
(CUSIP Number)
Cannell Capital LLC
245 Meriwether Circle
Alta, WY
83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
June 16, 2016
(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. ☐
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
______________________
* 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
).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
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CUSIP No. 911268209
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cannell Capital LLC
I.R.S. Identification Nos. of above persons (entities only)
94-3366999
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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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/OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER*
684,210
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER*
684,210
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,210
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.57%*
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14
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TYPE OF REPORTING PERSON
IA
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* Based on information set forth on the Form 10-Q of United Online, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
May 10, 2016, there were 14,983,755 shares of Common Stock with par value $0.0001
per share (the “Shares”), of the Company issued and outstanding as of
May 6,2016.
As of June 16, 2016 (the “Reporting Date”), the Cuttyhunk Master Portfolio
(“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”),
Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 684,210 Shares.
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CUSIP No. 911268209
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON
J. Carlo Cannell
I.R.S. Identification Nos. of above persons (entities only)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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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/OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER*
684,210
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER*
684,210
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,210
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.57%*
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14
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TYPE OF REPORTING PERSON
IN
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* Based on information set forth on the Form 10-Q of United Online, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
May 10,2016, there were 14,983,755 shares of Common Stock par value $0.0001
per share (the “Shares”), of the Company issued and outstanding as of
May 6,2016.
As of June 16,2016 (the “Reporting Date”), the Cuttyhunk Master Portfolio
(“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”),
Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 684,210 Shares.
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CUSIP No. 911268209
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Page 4 of 8 Pages
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Item 1. Security and Issuer
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The title of the class of equity securities to which this Schedule 13D/A relates is
the Common Stock par value $0.0001 per share of United Online, Inc.,
a Delaware corporation. The address of the principal executive offices of the Company
is 21255 Burbank Boulevard, Suite 400, Woodland Hills, CA 91367.
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Item 2. Identity and Background
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a)
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The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).
The Reporting Person is the sole managing member of Cannell Capital LLC, an
investment sub-advisor for the Cuttyhunk Master Portfolio and investment adviser to
the Cannell SMAs and to the following entities:
Tonga Partners, L.P.
Tristan Partners, L.P.
Tristan Offshore Fund, Ltd.
Set forth in the attached Annex "A" and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the “Covered Persons”), and sets forth the principal occupation,
citizenship and principal place of business of each Covered Person.
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b)
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The principal business address of the Reporting Person is:
245 Meriwether Circle
Alta, WY 83414
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c)
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The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.
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d)
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Neither the Reporting Person, nor to the best of its knowledge, any of the
Investment Vehicles, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
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e)
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Neither the Reporting Person, nor to the best of its knowledge, any of the Investment
Vehicles, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
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f)
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The place of organization of the Reporting Person is as follows:
The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.
Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming
limited liability company.
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Item 3. Source and Amount of Funds or Other Consideration
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The Shares purchased by Cannell Capital were purchased using working capital of each of
the following entities (collectively, the “Cannell Investment Vehicles”) as follows:
Tonga: $880,821.96
Cuttyhunk: $420,737.53
Tristan: $3,737,704.62
Tristan Offshore: $1,842,788.45
Cannell SMAs: $632,891.92
The Cannell Investment Vehicles have invested an aggregate amount of approximately $7,514,944 in the Shares.
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CUSIP No. 911268209
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Page 5 of 8 Pages
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Item 4. Purpose of Transaction
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Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an
entity satisfying each Fund's investment criteria. The Funds acquired and continue
to hold the Shares as a long-term investment.
Mr. Cannell reserves the right to discuss various views and opinions with respect to
the Company and its business plans with the Company or the members of its senior
management. The discussion of such views and opinions may extend from ordinary
day-to-day business operations to matters such as nominees for representation on the
Company’s board of directors, senior management decisions and extraordinary business
transactions. Mr. Cannell reserves the right to take such action as he may deem
necessary from time to time to seek to maximize the value of the Shares. Such
actions may include, but may not necessarily be limited to, pursuit of strategic
initiatives to enhance shareholder value.
Mr. Cannell amends this 13D to update the Shares held and to disseminate the letter attached as Exhibit 99.
In addition to the actions set forth above, Mr. Cannell may engage in any of the
actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.
Except as set forth above and in the Item 7 Exhibit below, Mr. Cannell has no
present plans or proposals that relate to or would result in any of the
transactions described in Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
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Based on information set forth in the Company's Form 10-Q as filed with the
Securities and Exchange Commission on May 10, 2015, there were 14,983,755
Common Shares with par value $0.0001 per share issued and outstanding as of May 6, 2015.
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a)
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As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 684,210 Shares, or approximately
4.57% of the Shares deemed issued and outstanding as of the Reporting Date.
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b)
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1. Sole power to vote or direct vote: 684,210
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 684,210
4. Shared power to dispose or direct the disposition: 0
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c)
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The following table details the transactions during the sixty days on or prior
to the Reporting Date in Shares, or securities convertible into, exercisable for or
exchangeable for the Shares, by Cannell Capital LLC or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction by Cannell Capital LLC on behalf
of the Investment Vehicles).
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Entity
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Date
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Quantity
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Price
Per Share
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Form Of
Transaction
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Cannell SMAs
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05/06/2016
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5,405
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10.7597
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Sell
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d)
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No person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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e)
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Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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None
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Item 7. Material to Be Filed as Exhibits
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Letter to the Chairman of the Board of United Online, Inc. dated June 17, 2016.
Filed as Exhibit 99
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CUSIP No. 911268209
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Page 6 of 8 Pages
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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.
Dated: June 17, 2016
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Cannell Capital LLC
By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
Title: Managing Member
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CUSIP No. 911268209
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Page 7 of 8 Pages
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Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSONS AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
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Cannell Capital LLC
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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J. Carlo Cannell
Managing Member
Investment Management
Wyoming, United States
(1)
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Tonga Partners, L.P.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser and General Partner
Investment Management
Wyoming, United States
(1)
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Cuttyhunk Master Portfolio
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Subadvisor
Investment Management
Cayman Islands
(3)
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Tristan Partners, L.P.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser and General Partner
Investment Management
Wyoming, United States
(1)
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Tristan Offshore Fund, Ltd.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser
Investment Management
Cayman Islands
(2)
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(1)
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The address of the principal place of business of Cannell Capital LLC,
and Tonga Partners, L.P., and Tristan Partners, L.P., is 245 Meriwether Circle, Alta, WY 83414, United States.
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(2)
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The address of the principal place of business of the Tristan
Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman,
KY1-11003, Cayman Islands.
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(3)
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The address of the principal place of business of the Cuttyhunk Master Portfolio is c/o HSBC Trustee Limited, PO Box 484 ,
HSBC House , 68 West Bay Road, Grand Cayman, KY1-1106, Cayman Islands
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CUSIP No. 911268209
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Page 8 of 8 Pages
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Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
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1)
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Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
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2)
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Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
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Dated: June 17, 2016
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By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
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Cannell Capital LLC
By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
Title: Managing Member
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