UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AVG Technologies N.V.
(Name of Issuer)
Ordinary Shares, € 0.01 par value
(Title of Class of Securities)
N07831105
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds
Ford, PA 19317
(610)558-2800
Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
October 3, 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.
o
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.
* 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).
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1. Names of Reporting Persons.
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Gardner Lewis Asset Management, L.P.
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2. Check the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3. SEC Use Only
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4. Source of Funds
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OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6. Citizenship or Place of Organization
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Pennsylvania
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13. Percent of Class Represented by Amount in Row (11)
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0
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14. Type of Reporting Person
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IA
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1. Names of Reporting Persons.
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Gardner Lewis Asset Management, Inc.
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2. Check the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3. SEC Use Only
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4. Source of Funds
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OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6. Citizenship or Place of Organization
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Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13. Percent of Class Represented by Amount in Row (11)
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0
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14. Type of Reporting Person
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CO
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1. Names of Reporting Persons.
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Gardner Lewis Merger Arbitrage Fund, L.P.
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2. Check the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3. SEC Use Only
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4. Source of Funds
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WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6. Citizenship or Place of Organization
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Pennsylvania
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13. Percent of Class Represented by Amount in Row (11)
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0
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14. Type of Reporting Person
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PN
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1. Names of Reporting Persons.
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Gardner Lewis Partner, LLC
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2. Check the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3. SEC Use Only
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4. Source of Funds
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OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6. Citizenship or Place of Organization
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Pennsylvania
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13. Percent of Class Represented by Amount in Row (11)
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0
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14. Type of Reporting Person
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OO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 (this “Amendment”)
relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the ordinary shares, €0.01 par value
(the “Shares”), of AVG Technologies N.V. (the “Issuer) which was originally filed on August 29, 2016, as amended
on September 19, 2016 and October 6, 2016 (this “Schedule 13D”). 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 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended
and supplemented by the addition of the following:
Pursuant to the
Offer to Purchase,
dated July 29, 2016, from
Avast Software B.V
.,
a private company with limited
liability organized under the laws of The Netherlands
(the “Purchaser”), to purchase
all of the outstanding Shares, on September 29, 2016, the Reporting Persons tendered all of the Shares beneficially owned by them
as reported on this Schedule 13D and such shares were excepted by the Purchaser on October 3, 2016.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of this Schedule 13D is amend and supplemented
as follows:
(a)
As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Shares.
(b) The disclosure
contained in Item 4 of this Amendment No. 3 is incorporated herein by reference.
(e) The Reporting
Persons ceased to be beneficial owners of 5% or more of the Issuer's Shares on October 3, 2016.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: October 20, 2016 By:
/s/ W. Whitfield
Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund,
L.P.
By: Gardner Lewis Partner, LLC, its general
partner
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other
reporting persons in the Schedule 13D referred to below on behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Ordinary Shares, par value €0.01 per share, of AVG Technologies N.V. and that this Agreement
be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned
hereby execute the Agreement this 20
th
day of October, 2016.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: October 20, 2016
By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund,
L.P.
By: Gardner Lewis Partner, LLC, its general
partner
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: October 20, 2016 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
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