AVI Partners filed an amended 13D regarding Yume Inc (NYSE:YUME) and disclosed the following:
“As previously reported by the Reporting Persons, on October 2, 2015, following several months of constructive discussions with the Issuer regarding Board composition, corporate strategy and corporate governance, the Issuer appointed Derek T. Harrar, who was previously nominated by the Reporting Persons, to the Board as a Class III director with a term expiring at the Issuer’s 2016 Annual Meeting.
The Reporting Persons have been closely monitoring the recent events at the Issuer regarding the 2016 Annual Meeting, including the proxy solicitation by VIEX Capital Advisors, LLC and certain of its affiliates (collectively, “VIEX”) seeking the election of two director candidates to the Issuer’s Board and the approval of a non-binding proposal to eliminate the classification of the Board (the “Declassification Proposal”). The Reporting Persons were extremely surprised and disappointed to learn that the Board is recommending that stockholders vote against the Declassification Proposal, especially after the Reporting Persons previously communicated their strong support for the Declassification Proposal to both management and the Board.
The Reporting Persons have come to the conclusion that management is unwilling to listen to stockholders and the Issuer would benefit from additional stockholder representation on the Board and improved corporate governance. To that end, the Reporting Persons strongly recommend that the Board avoid a costly and distracting proxy contest and instead work with VIEX to enhance the composition of the Board and improve the Issuer’s corporate governance. The Reporting Persons note that while Mr. Harrar is one of the Issuer’s two directors up for election at the 2016 Annual Meeting, its confidence in management has deteriorated to such an extent that the Reporting Persons plan to support the upcoming vote on both VIEX’s two director candidates and the Declassification Proposal.
The Reporting Persons intend to continue to closely monitor developments relating to the Issuer’s 2016 Annual Meeting and may engage with the Issuer, VIEX and other stockholders in connection therewith.”
The details of this filing can be seen below:
Ownership Summary Table
|Name || Sole Voting Power || Shared Voting Power || Sole Dispositive Power || Shared Dispositive Power || Aggregate Amount Owned Power || Percent of Class |
|AVI CAPITAL YANKEE || 3,003,560 || 3,646,593 || 3,003,560 || 3,646,593 || 3,003,560 || 8.6% |
|AVI CAPITAL PARTNERS || 72,433 || 3,646,593 || 72,433 || 3,646,593 || 72,433 || Less than 1% |
|AVI MANAGEMENT || 3,075,993 || || 3,075,993 || || 3,075,993 || 8.8% |
|AVI PARTNERS || 3,646,593 || || 3,646,593 || || 3,646,593 || 10.5% |
|JAMES A. DUNN, JR || || || || || 3,646,593 || 10.5% |
|DARREN C. WALLIS || || || || || 3,646,593 || 10.5% |
Page 1 of 11 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
(Amendment No. 6)1
Common Stock, $0.001 par value per share
(Title of Class of Securities)
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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.
1 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).