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. 7)1
PCM, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
69323 K 100
(CUSIP Number)
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
July 28, 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 x.
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).
CUSIP NO. 69323 K 100
| 1 | NAME OF REPORTING PERSON JONATHAN L. KIMERLING | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF, PF, 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 UNITED STATES | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,000 | |
| 8 | SHARED VOTING POWER 565,500* | ||
| 9 | SOLE DISPOSITIVE POWER 5,000 | ||
| 10 | SHARED DISPOSITIVE POWER 565,500* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 570,000* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
* Includes 25,000 Shares held in trust on behalf of Mr. Kimerling’s children that he may be deemed to beneficially own.
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CUSIP NO. 69323 K 100
| 1 | NAME OF REPORTING PERSON FOUR LEAF MANAGEMENT, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC, 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 ALABAMA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 540,000 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 540,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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CUSIP NO. 69323 K 100
The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned. This Amendment No. 7 amends the Schedule 13D as specifically set forth.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 540,000 Shares owned directly by Four Leaf LLC is approximately $961,200, including brokerage commissions. Such Shares were acquired with working capital and funds of affiliated entities of Four Leaf LLC that contributed their Shares to Four Leaf LLC.
The aggregate purchase price of the 5,000 Shares owned directly by Jonathan L. Kimerling is approximately $26,600, including brokerage commissions. Such Shares were acquired with Mr. Kimerling’s personal funds.
The aggregate purchase price of the 25,000 Shares held in trust on behalf of Jonathan L. Kimerling’s children is approximately $172,450, including brokerage commissions. Such Shares were acquired with personal funds.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
The Reporting Persons are pleased with recent developments at the Issuer and are supportive of management’s stated goals and objectives at this time.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c), (e) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 11,648,012 Shares outstanding, which is the total number of Shares outstanding as of June 10, 2016 as reported in the Issuer’s Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 1, 2016.
As of the close of business on August 1, 2016, Four Leaf LLC owned directly 540,000 Shares, constituting approximately 4.6% of the Shares outstanding. By virtue of his relationship with Four Leaf LLC discussed in further detail in Item 2 of the Schedule 13D, Jonathan L. Kimerling may be deemed to beneficially own the Shares owned by Four Leaf LLC.
As of the close of business on August 1, 2016, Jonathan L. Kimerling owned directly 5,000 Shares, constituting less than 1% of the Shares outstanding.
Jonathan L. Kimerling may also be deemed to beneficially own 25,000 Shares held in trust on behalf of his children, constituting less than 1% of the Shares outstanding.
(b) Four Leaf LLC may be deemed to share with Jonathan L. Kimerling the power to vote and dispose of the Shares directly owned by Four Leaf LLC.
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CUSIP NO. 69323 K 100
Jonathan L. Kimerling may be deemed to share the power to vote and dispose of the Shares held in trust on behalf of his children.
Jonathan L. Kimerling has the sole power to vote and dispose of the Shares directly owned by him.
(c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, unless otherwise specified.
(e) As of August 1, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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CUSIP NO. 69323 K 100
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:August 1, 2016 | FOUR LEAF MANAGEMENT, LLC | ||
| By: | /s/ Jonathan L. Kimerling | ||
| Name: | Jonathan L. Kimerling | ||
| Title: | Manager | ||
/s/ Jonathan L. Kimerling | |
| JONATHAN L. KIMERLING |
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CUSIP NO. 69323 K 100
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock (Sold) | Sale Price Per Share ($) | Date of Sale |
JONATHAN L. KIMERLING
| (5,000) | 15.70 | 07/29/2016 |
| (10,000) | 18.36 | 08/01/2016 |
FOUR LEAF MANAGEMENT LLC
| (1,387) | 11.37 | 07/13/2016 |
| (4,285) | 11.35 | 07/14/2016 |
| (1,288) | 11.30 | 07/15/2016 |
| (2,090) | 11.30 | 07/18/2016 |
| (15,000) | 15.03 | 07/28/2016 |
| (20,000) | 15.25 | 07/28/2016 |
| (12,788) | 0.00* | 07/28/2016 |
| (989) | 16.75 | 07/29/2016 |
| (10,000) | 16.25 | 07/29/2016 |
| (6,550) | 15.77 | 07/29/2016 |
| (11,622) | 15.64 | 07/29/2016 |
| (20,000) | 0.00* | 08/01/2016 |
| (10,000) | 0.00* | 08/01/2016 |
| (79,011) | 17.85 | 08/01/2016 |