13D Filing: Br Dialectic Capital Management, LLC and Covisint Corp (COVS)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Covisint Corporation

(Name
of Issuer)

Common Stock, no par value

(Title of Class of Securities)

22357R 10 3

(CUSIP Number)

John
Fichthorn

BR DIALECTIC
CAPITAL MANAGEMENT, LLC

119 Rowayton Avenue, 2nd Floor

Norwalk, Connecticut 06853

(212)
230-3232

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 6, 2017

(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).

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

As a result of the Internal
Restructuring, as previously described in Amendment No. 4, filed with the Securities and Exchange Commission on April 20, 2017,
effective immediately upon the filing of this Amendment No. 5, B. Riley Capital Management, LLC and B. Riley Financial, Inc., have
been added to the 13(d) group and Item 2 is amended and restated to read as follows:

(a)       This
statement is filed by:

Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.

(b)       The
principal business address of each of the Funds, BR Dialectic Capital and Mr. Fichthorn is 119 Rowayton Avenue, 2nd Floor, Norwalk,
Connecticut 06853. The principal business address of B. Riley Capital is 11100 Santa Monica Boulevard, Suite 800, Los Angeles,
California 90025. The principal business address of B. Riley Financial is 21255 Burbank Boulevard, Suite 400, Woodland Hills, California
91367. The officers and directors of each of DOF and B. Riley Financial, and their principal occupations and business addresses
are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.

(c)       The
principal business of each of the Funds is investing in securities. The principal business of BR Dialectic Capital is serving as
the investment manager and the general partner to each of the Funds. The principal business of B. Riley Capital is serving as an
investment advisor and provider of investment products. The principal business of B. Riley Financial is providing diversified financial
services. The principal occupation of Mr. Fichthorn is serving as Head of Alternative Investments for BR Dialectic Capital.

(d)       No
Reporting Person nor any person listed on Schedule A, annexed hereto has, during the last five (5) years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Persons, nor any person listed on Schedule A, annexed hereto, 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 judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr.
Fichthorn is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth
therein.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased for
the accounts of each of the Funds were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule
B, which is incorporated by reference herein. The aggregate purchase price of the 368,862 Shares beneficially owned by Dialectic
Capital Partners is approximately $927,342, including brokerage commissions.  The aggregate purchase price of the 1,299,327
Shares beneficially owned by DOF is approximately $2,558,758, including brokerage commissions. The aggregate purchase price of
the 1,473,024 Shares beneficially owned by DAP is approximately $3,001,014, including brokerage commissions.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,865,897 Shares outstanding, as of June 1, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on June 5, 2017.

Percentage: Less than 1%

Percentage: Approximately 3.2%

Percentage: Approximately 3.6%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

As of the close of
business on June 9, 2017, the Reporting Persons collectively beneficially owned an aggregate of 3,141,213 Shares, constituting
approximately 7.7% of the Shares outstanding.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby
amended to add the following:

On June 9, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby
amended to add the following exhibit:

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: June 9, 2017

SCHEDULE A

Directors and Officers of B. Riley
Financial, Inc.

 SCHEDULE B

Transactions in the Shares Since
the Filing of Amendment No. 4 to the Schedule 13D

Dialectic
Capital Partners, LP

Dialectic
Offshore, Ltd.

DIALECTIC ANTITHESIS PARTNERS, LP