UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XO GROUP INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
983772104
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
500 Crescent Court
Suite 230
Dallas, Texas 75201
(214) 756-6016
With a copy to:
Richard J. Birns, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4032
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 12, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 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).
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
Becker Drapkin Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
351,808 | ||||
| 8 | SHARED VOTING POWER
594,068 | |||||
| 9 | SOLE DISPOSITIVE POWER
351,808 | |||||
| 10 | SHARED DISPOSITIVE POWER
594,068 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,876 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% | |||||
| 14 | TYPE OF REPORTING PERSON
IA, PN | |||||
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
Becker Drapkin Partners (QP), L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
531,438 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
531,438 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,438 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
Becker Drapkin Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
62,630 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
62,630 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,630 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
BC Advisors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
945,876 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
945,876 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,876 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% | |||||
| 14 | TYPE OF REPORTING PERSON
IA, OO | |||||
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
Steven R. Becker | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
945,876 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
945,876 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,876 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 983772104 |
| 1 | NAME OF REPORTING PERSONS
Matthew A. Drapkin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
945,876 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
945,876 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,876 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 12, 2014 (the “Original 13D”), with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of XO Group, Inc., a Delaware corporation (the “Issuer”).
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended and supplemented to add the following information, updated as of the date hereof:
The Reporting Persons expended an aggregate amount equal to $2,850,983 (including commissions) to purchase 945,876 shares of Common Stock.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and supplemented to add the following information, updated as of the date hereof:
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 945,876 shares of Common Stock. Based upon a total of 26,452,473 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2015, the Reporting Persons’ shares represent approximately 3.576% of the outstanding shares of Common Stock.
Becker Drapkin QP owns 531,438 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 2.009% of the outstanding shares of Common Stock.
Becker Drapkin, L.P. owns 62,630 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.237% of the outstanding shares of Common Stock.
The Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares. Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares. Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 351,808 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 1.330% of the outstanding shares of Common Stock. BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.
The Becker Drapkin Funds disclaim beneficial ownership of the Managed Account Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.
As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in this Item 5.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.
Reporting Person | Trade Date | Purchased (Sold) | Price / Share | |||||||
Becker Drapkin QP | 6/5/2015 | (35,734 | ) | $ | 16.3199 | |||||
Becker Drapkin QP | 6/10/2015 | (12,506 | ) | $ | 16.2005 | |||||
Becker Drapkin QP | 6/12/2015 | (632,079 | ) | $ | 16.1062 | |||||
Becker Drapkin, L.P. | 6/5/2015 | (4,211 | ) | $ | 16.3199 | |||||
Becker Drapkin, L.P. | 6/10/2015 | (1,473 | ) | $ | 16.2005 | |||||
Becker Drapkin, L.P. | 6/12/2015 | (74,490 | ) | $ | 16.1062 | |||||
Managed Account | 6/5/2015 | (23,655 | ) | $ | 16.3199 | |||||
Managed Account | 6/10/2015 | (8,278 | ) | $ | 16.2005 | |||||
Managed Account | 6/12/2015 | (418,431 | ) | $ | 16.1062 | |||||
(e) As of June 12, 2015, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the Issuer’s Common Stock.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 4 | Power of Attorney, dated July 28, 2014, signed by Steven R. Becker | |
| Exhibit 5 | Power of Attorney, dated July 28, 2014, signed by Matthew A. Drapkin | |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct.
Dated: June 15, 2015
| BECKER DRAPKIN MANAGEMENT, L.P. | ||
| By: | BC Advisors, LLC, its general partner | |
| By: | /s/ Richard J. Birns | |
| Name: | Richard J. Birns | |
| Title: | Attorney-in-Fact | |
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||
| By: | Becker Drapkin Management, L.P., its general partner | |||
| By: | BC Advisors, LLC, its general partner | |||
| By: | /s/ Richard J. Birns | |||
| Name: | Richard J. Birns | |||
| Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS, L.P. | ||||
| By: | Becker Drapkin Management, L.P., its general partner | |||
| By: | BC Advisors, LLC, its general partner | |||
| By: | /s/ Richard J. Birns | |||
| Name: | Richard J. Birns | |||
| Title: | Attorney-in-Fact | |||
BC ADVISORS, LLC | ||
| By: | /s/ Richard J. Birns | |
| Name: | Richard J. Birns | |
| Title: | Attorney-in-Fact | |
STEVEN R. BECKER | ||
| By: | /s/ Richard J. Birns | |
| Name: | Richard J. Birns | |
| Title: | Attorney-in-Fact | |
MATTHEW A. DRAPKIN | ||
| By: | /s/ Richard J. Birns | |
| Name: | Richard J. Birns | |
| Title: | Attorney-in-Fact | |
