UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2
(Amendment No. 1)*
Computer Programs and Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
205306103
(CUSIP Number)
November 16, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required in 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 Reporting Person has determined to voluntarily file this exit Amendment at this time prior to the required deadline after the end of the calendar year. |
| Page 2 of 7 Pages |
| CUSIP No. 205306103 |
| 1 | NAMEOF REPORTING PERSONS
Francisco Partners II, LP | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
680,860 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
680,860 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,860 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
4.8% (1) | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This percentage is calculated based upon 14,085,989 shares outstanding, which is the number of outstanding shares of Common Stock reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 5, 2018. |
| Page 3 of 7 Pages |
| CUSIP No. 205306103 |
| 1 | NAMEOF REPORTING PERSONS
Francisco Partners Parallel Fund II, LP | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,352 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,352 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,352 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
0.066% (1) | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This percentage is calculated based upon 14,085,989 shares outstanding, which is the number of outstanding shares of Common Stock reported on the Issuer’s Form 10-Q filed with the SEC on November 5, 2018. |
| Page 4 of 7 Pages |
| CUSIP No. 205306103 |
| 1 | NAMEOF REPORTING PERSONS
Francisco Partners GP II, LP | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
690,212 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
690,212 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,212 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
4.9% (1) | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This percentage is calculated based upon 14,085,989 shares outstanding, which is the number of outstanding shares of Common Stock reported on the Issuer’s Form 10-Q filed with the SEC on November 5, 2018. |
| Page 5 of 7 Pages |
| CUSIP No. 205306103 |
| 1 | NAMEOF REPORTING PERSONS
Francisco Partners GP II Management, LLC | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
690,212 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
690,212 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,212 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
4.9% (1) | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This percentage is calculated based upon 14,085,989 shares outstanding, which is the number of outstanding shares of Common Stock reported on the Issuer’s Form 10-Q filed with the SEC on November 5, 2018. |
| Page 6 of 7 Pages |
This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on January 8, 2016 with respect to Common Stock of Computer Programs and Systems, Inc. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below:
Item 4. Ownership
(a) In the aggregate, the Reporting Persons beneficially own 690,212 shares of Common Stock, by virtue of the 680,860 shares of Common Stock directly held by FPII and the 9,352 shares of Common Stock directly held by FPPII.
FPGPII is the general partner of FPII and FPPII. FPMII is the general partner of FPGPII. The managers of FPGPII and FPMII have the power, acting by majority vote, to vote or dispose of the shares held directly by FPII and FPPII. As a result of these relationships, each of FPGPII and FPMII has shared voting and dispositive power with respect to the shares of Common Stock directly held by FPII and FPPII.
(b) In the aggregate, the Reporting Persons beneficially own 690,212 shares of Common Stock, or 4.9% of the total number of shares of Common Stock outstanding, by virtue of the 680,860 shares of Common Stock directly held by FPII and the 9,352 shares of Common Stock directly held by FPPII.
All percentages calculated in this Schedule13-G are based upon 14,085,989 shares outstanding, which is number of outstanding shares of Common Stock reported in the Issuer’s Form10-Q filed with the Securities and Exchange Commission (“SEC”) on November 5, 2018.
(a) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ☒
| Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 16, 2018
| Francisco Partners II, L.P. | ||
| By: Francisco Partners GP II, L.P., its General Partner | ||
| By: Francisco Partners GP II Management, LLC, its General Partner | ||
| By: | /s/ Tom Ludwig | |
| Name: | Tom Ludwig | |
| Title: | Managing Member | |
| Francisco Partners Parallel Fund II, L.P. | ||
| By: Francisco Partners GP II, L.P., its General Partner | ||
| By: Francisco Partners GP II Management, LLC, its General Partner | ||
| By: | /s/ Tom Ludwig | |
| Name: | Tom Ludwig | |
| Title: | Managing Member | |
| Francisco Partners GP II, L.P. | ||
| By: Francisco Partners GP II Management, LLC, its General Partner | ||
| By: | /s/ Tom Ludwig | |
| Name: | Tom Ludwig | |
| Title: | Managing Member | |
| Francisco Partners GP II Management, LLC | ||
| By: | /s/ Tom Ludwig | |
| Name: | Tom Ludwig | |
| Title: | Managing Member | |
