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13D Filing: Dialectic Capital Management and Covisint Corp (NASDAQ:COVS)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Dialectic Capital Partners 270,000 270,000 Less than 1%
Dialectic Offshore, Ltd 1,000,000 1,000,000 2.4%
Dialectic Antithesis Partners 1,200,000 1,200,000 2.9%
Dialectic Capital Management 2,470,000 2,470,000 6.0%
Dialectic Capital 2,470,000 2,470,000 6.0%
John Fichthorn 2,470,000 2,470,000 6.0%
John Fichthorn
John Fichthorn
Dialectic Capital Management

Page 1 of 12 – SEC Filing

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. 3)1

Covisint Corporation

(Name
of Issuer)

Common Stock, no par value

(Title of Class of Securities)

22357R 10 3

(CUSIP Number)

John
Fichthorn

DIALECTIC
CAPITAL MANAGEMENT, LP

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)

March 30, 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).

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Page 2 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Dialectic Capital Partners, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 270,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
270,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Dialectic Offshore, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON
CO
3

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Page 4 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Dialectic Antithesis Partners, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,200,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,200,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
PN
4

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Page 5 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Dialectic Capital Management, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,470,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,470,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IA, PN
5

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Page 6 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Dialectic Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,470,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,470,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
OO
6

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Page 7 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
John Fichthorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,470,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,470,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IN
7

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Page 8 of 12 – SEC Filing

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

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

The Shares purchased for
the accounts of each of Dialectic Capital Partners, DOF and DAP 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 270,000
Shares beneficially owned by Dialectic Capital Partners is approximately $575,770, including brokerage commissions.  The aggregate
purchase price of the 1,000,000 Shares beneficially owned by DOF is approximately $2,079,211, including brokerage commissions.
The aggregate purchase price of the 1,200,000 Shares beneficially owned by DAP is approximately $2,438,131, including brokerage
commissions.

Item 5. Interest in Securities of the Issuer.

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 February 7, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on February 9, 2017.

A. Dialectic Capital Partners
(a) As of the close of business on March 31, 2017, Dialectic Capital Partners beneficially owned 270,000
Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 270,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 270,000
(c) The transactions in the Shares by Dialectic Capital Partners since the filing of Amendment No.
2 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
B. DOF
(a) As of the close of business on March 31, 2017, DOF beneficially owned 1,000,000 Shares.

Percentage: Approximately 2.4%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000,000
8

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Page 9 of 12 – SEC Filing

(c) The transactions in the Shares by DOF since the filing of Amendment No. 2 to the Schedule 13D are
set forth in Schedule B and are incorporated herein by reference.
C. DAP
(a) As of the close of business on March 31, 2017, DAP beneficially owned 1,200,000 Shares.

Percentage: Approximately 2.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,200,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,200,000
(c) The transactions in the Shares by DAP since the filing of Amendment No. 2 to the Schedule 13D are
set forth in Schedule B and are incorporated herein by reference.
D. Dialectic Capital
(a) Dialectic Capital, as the investment manager to each of Dialectic Capital Partners, DOF and DAP,
may be deemed the beneficial owner of the (i) 270,000 Shares owned by Dialectic Capital Partners, (ii) 1,000,000 Shares owned by
DOF and (iii) 1,200,000 Shares owned by DAP.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,470,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,470,000
(c) Dialectic Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP since the
filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
E. Dialectic GP
(a) Dialectic GP, as the general partner to each of Dialectic Capital Partners, DOF and DAP, may be
deemed the beneficial owner of the (i) 270,000 Shares owned by Dialectic Capital Partners, (ii) 1,000,000 Shares owned by DOF and
(iii) 1,200,000 Shares owned by DAP.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,470,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,470,000
9

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Page 10 of 12 – SEC Filing

(c) Dialectic GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP since the
filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
F. Mr. Fichthorn
(a) Mr. Fichthorn, as managing partner to Dialectic Capital, may be deemed the beneficial owner of
the (i) 270,000 Shares owned by Dialectic Capital Partners, (ii) 1,000,000 Shares owned by DOF and (iii) 1,200,000 Shares owned
by DAP.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,470,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,470,000
(c) Mr. Fichthorn has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP since the
filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

As of the close of
business on March 31, 2017, the Reporting Persons collectively beneficially owned an aggregate of 2,470,000 Shares, constituting
approximately 6.0% 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.

10

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Page 11 of 12 – SEC Filing

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: April 3, 2017

Dialectic Capital Partners, LP
By: Dialectic Capital Management, LP, its investment manager
By: /s/ John Fichthorn
Name: John Fichthorn
Title: Managing Partner
Dialectic Offshore, Ltd.
By: /s/ John Fichthorn
Name: John Fichthorn
Title: Director
Dialectic Antithesis Partners, LP
By: Dialectic Capital Management, LP, its investment manager

By: /s/ John Fichthorn
Name: John Fichthorn
Title: Managing Partner
Dialectic Capital Management, LP
By: /s/ John Fichthorn
Name: John Fichthorn
Title: Managing Partner
Dialectic Capital, LLC
By: /s/ John Fichthorn
Name: John Fichthorn
Title: Managing Partner
/s/ John Fichthorn
John Fichthorn
11

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Page 12 of 12 – SEC Filing

SCHEDULE B

Transactions in the Shares Since
the Filing of Amendment No. 2 to the Schedule 13D

Nature of the Transaction

Price Per

Share($)

Securities

Purchased/(Sold)

Date of

Purchase / Sale

Dialectic
Capital Partners, LP

 

Sale of Common Stock 2.0000 (8,400) 02/14/2017
Sale of Common Stock 2.0012 (9,800) 02/15/2017
Sale of Common Stock 2.0000 (800) 02/16/2017
Sale of Common Stock 2.0000 (6,000) 02/17/2017
Purchase of Common Stock 1.9500 2,012 02/22/2017
Purchase of Common Stock 1.9500 200 02/23/2017
Purchase of Common Stock 1.9500 7,818 02/27/2017
Sale of Common Stock 2.0000 (1,200) 03/24/2017
Sale of Common Stock 2.0000 (5,200) 03/27/2017
Sale of Common Stock 2.0000 (8,000) 03/30/2017
Sale of Common Stock 2.0000 (2,700) 03/31/2017

Dialectic
Offshore, Ltd.

 

Sale of Common Stock 2.0000 (75,704) 02/14/2017
Sale of Common Stock 2.0012 (88,184) 02/15/2017
Sale of Common Stock 2.0000 (6,700) 02/16/2017
Sale of Common Stock 2.0000 (54,412) 02/17/2017
Purchase of Common Stock 1.9500 500 02/22/2017
Purchase of Common Stock 1.9500 100 02/23/2017
Purchase of Common Stock 1.9500 1,732 02/27/2017
Sale of Common Stock 2.0500 (50) 02/28/2017
Sale of Common Stock 2.0000 (7,921) 03/24/2017
Sale of Common Stock 2.0000 (33,154) 03/27/2017
Sale of Common Stock 2.0000 (51,851) 03/30/2017
Sale of Common Stock 2.0000 (17,024) 03/31/2017

 

DIALECTIC ANTITHESIS PARTNERS, LP

 

Sale of Common Stock 2.0000 (17,200) 02/14/2017
Sale of Common Stock 2.0012 (20,100) 02/15/2017
Sale of Common Stock 2.0000 (1,600) 02/16/2017
Sale of Common Stock 2.0000 (12,399) 02/17/2017
Purchase of Common Stock 1.9500 2,000 02/22/2017
Purchase of Common Stock 1.9500 200 02/23/2017
Purchase of Common Stock 1.9500 7,468 02/27/2017
Sale of Common Stock 2.0000 (6,800) 03/24/2017
Sale of Common Stock 2.0000 (28,700) 03/27/2017
Sale of Common Stock 2.0000 (44,700) 03/30/2017
Sale of Common Stock 2.0000 (14,800) 03/31/2017
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