UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
UNWIRED PLANET, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
91531F103
(CUSIP Number)
Hank Brier
General Counsel
Indaba Capital Management, L.P.
One Letterman Drive, Building D, Suite DM700
San Francisco, California 94129
(415) 680-1180
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 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 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.
* 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. 91531F103 | | SCHEDULE 13D/A | | |
| | | | | |
| | | | | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Indaba Capital Management, L.P. | | |
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x | | |
| 3. | | SEC USE ONLY | | |
| 4. | | SOURCE OF FUNDS (see instructions) AF | | |
| 5. | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | | |
| 6. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
| | | | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7. | | SOLE VOTING POWER 0 |
| | 8. | | SHARED VOTING POWER 6,568,780 |
| | 9. | | SOLE DISPOSITIVE POWER 0 |
| | 10. | | SHARED DISPOSITIVE POWER 6,568,780 |
| | | | | |
| 11. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,568,780 | | |
| 12. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 13. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.85% (1) | | |
| 14. | | TYPE OF REPORTING PERSON (see instructions) IA | | |
| | | ___________ (1) Calculation of the foregoing percentage is based on 112,243,093 shares of Common Stock, par value $0.001 per share, of Unwired Planet, Inc. (the "Issuer") based on information provided by the Issuer in its Form 10-Q filed on May 7, 2015. | | |
| | | | | |
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
| | | | | | | | |
| | | | | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Indaba Partners, LLC | | |
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x | | |
| 3. | | SEC USE ONLY | | |
| 4. | | SOURCE OF FUNDS (see instructions) AF | | |
| 5. | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | | |
| 6. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
| | | | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7. | | SOLE VOTING POWER 0 |
| | 8. | | SHARED VOTING POWER 6,568,780 |
| | 9. | | SOLE DISPOSITIVE POWER 0 |
| | 10. | | SHARED DISPOSITIVE POWER 6,568,780 |
| | | | | |
| 11. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,568,780 | | |
| 12. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 13. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.85% (1) | | |
| 14. | | TYPE OF REPORTING PERSON (see instructions) OO | | |
| | | ___________ (1) Calculation of the foregoing percentage is based on 112,243,093 shares of Common Stock, par value $0.001 per share, of the Issuer based on information provided by the Issuer in its Form 10-Q filed on May 7, 2015. | | |
| | | | | |
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
| | | | | | | | |
| | | | | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IC GP, LLC | | |
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x | | |
| 3. | | SEC USE ONLY | | |
| 4. | | SOURCE OF FUNDS (see instructions) AF | | |
| 5. | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | | |
| 6. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
| | | | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7. | | SOLE VOTING POWER 0 |
| | 8. | | SHARED VOTING POWER 6,568,780 |
| | 9. | | SOLE DISPOSITIVE POWER 0 |
| | 10. | | SHARED DISPOSITIVE POWER 6,568,780 |
| | | | | |
| 11. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,568,780 | | |
| 12. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 13. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.85% (1) | | |
| 14. | | TYPE OF REPORTING PERSON (see instructions) OO | | |
| | | ___________ (1) Calculation of the foregoing percentage is based on 112,243,093 shares of Common Stock, par value $0.001 per share, of the Issuer based on information provided by the Issuer in its Form 10-Q filed on May 7, 2015. | | |
| | | | | |
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
| | | | | | | | |
| | | | | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Indaba Capital Fund, L.P. | | |
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x | | |
| 3. | | SEC USE ONLY | | |
| 4. | | SOURCE OF FUNDS (see instructions) WC | | |
| 5. | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | | |
| 6. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | |
| | | | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7. | | SOLE VOTING POWER 0 |
| | 8. | | SHARED VOTING POWER 6,568,780 |
| | 9. | | SOLE DISPOSITIVE POWER 0 |
| | 10. | | SHARED DISPOSITIVE POWER 6,568,780 |
| | | | | |
| 11. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,568,780 | | |
| 12. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 13. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.85% (1) | | |
| 14. | | TYPE OF REPORTING PERSON (see instructions) PN | | |
| | | ___________ (1) Calculation of the foregoing percentage is based on 112,243,093 shares of Common Stock, par value $0.001 per share, of the Issuer based on information provided by the Issuer in its Form 10-Q filed on May 7, 2015. | | |
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
| | | | | | | | |
| | | | | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Derek C. Schrier | | |
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x | | |
| 3. | | SEC USE ONLY | | |
| 4. | | SOURCE OF FUNDS (see instructions) AF | | |
| 5. | | CHECK BOX 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 6,568,780 |
| | 9. | | SOLE DISPOSITIVE POWER 0 |
| | 10. | | SHARED DISPOSITIVE POWER 6,568,780 |
| | | | | |
| 11. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,568,780 | | |
| 12. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 13. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.85% (1) | | |
| 14. | | TYPE OF REPORTING PERSON (see instructions) IN | | |
| | | ___________ (1) Calculation of the foregoing percentage is based on 112,243,093 shares of Common Stock, par value $0.001 per share, of the Issuer based on information provided by the Issuer in its Form 10-Q filed on May 7, 2015. | | |
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned on July 8, 2013 (the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on September 17, 2013 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on September 24, 2014 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on May 22, 2015 (“Amendment No. 3”) and Amendment No. 4 to the Schedule 13D filed on June 1, 2015 (“Amendment No. 4”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 5 have the meanings provided in the previously filed statement on Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented with the following:
The responses to Items 3, 5 and 6 of the previously filed statement on Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, are incorporated herein by reference.
The Reporting Persons have engaged in, and intend to continue to engage in, communications with management of the Issuer, the Board of Directors (the “Board”) of the Issuer and/or other shareholders regarding the composition and structure of the Board in connection with the Issuer’s upcoming 2015 annual meeting of shareholders, including, but not limited to, the Reporting Persons’ belief that the size of the Board should be reduced and that some members should not stand for re-election at the 2015 annual meeting.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or in previous amendments to this Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in discussions with management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Persons’ investment in the Issuer, purchasing additional Common Stock, selling some or all of their Common Stock, purchasing Notes, selling some or all of any Notes, engaging in hedging or similar transactions with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of this Schedule 13D.
| CUSIP No. 91531F103 | | SCHEDULE 13D/A | | |
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: July 31, 2015
| | INDABA CAPITAL MANAGEMENT, L.P. | | |
| | By: | /s/ Hank Brier | | |
| | | Name: Hank Brier | | |
| | | Title: General Counsel | | |
| | INDABA PARTNERS, LLC | | |
| | By: | /s/ Hank Brier | | |
| | | Name: Hank Brier | | |
| | | Title: General Counsel | | |
| | IC GP, LLC | | |
| | By: | /s/ Hank Brier | | |
| | | Name: Hank Brier | | |
| | | Title: General Counsel | | |
| | INDABA CAPITAL FUND, L.P. | | |
| | By: | /s/ Hank Brier | | |
| | | Name: Hank Brier | | |
| | | Title: General Counsel | | |
