UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 8)1
YuMe, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98872B104
(CUSIP Number)
DARREN C. WALLIS
AVI PARTNERS, LLC
555 E. Lancaster Avenue
Suite 520
Radnor, Pennsylvania 19087
(610) 816-6660
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 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 ¨.
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.98872B104 | SCHEDULE 13D/A | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
AVI CAPITAL YANKEE, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,003,560 | |
| 8 | SHARED VOTING POWER
- 0 - | ||
| 9 | SOLE DISPOSITIVE POWER
3,003,560 | ||
| 10 | SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,560 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
AVI CAPITAL PARTNERS, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
39,102 | |
| 8 | SHARED VOTING POWER
- 0 - | ||
| 9 | SOLE DISPOSITIVE POWER
39,102 | ||
| 10 | SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,102 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
AVI 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
AF | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,042,662 | |
| 8 | SHARED VOTING POWER
- 0 - | ||
| 9 | SOLE DISPOSITIVE POWER
3,042,662 | ||
| 10 | SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,042,662 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
AVI PARTNERS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,613,262 | |
| 8 | SHARED VOTING POWER
- 0 - | ||
| 9 | SOLE DISPOSITIVE POWER
3,613,262 | ||
| 10 | SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,613,262 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 6 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
JAMES A. DUNN, JR. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
3,613,262 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
3,613,262 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,613,262 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 7 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
DARREN C. WALLIS | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
3,613,262 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
3,613,262 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,613,262 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 8 of 9 Pages |
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
AVI Partners (together with its affiliates, “AVI”) recently notified the Issuer that, subject to AVI’s completion of confirmatory due diligence, AVI is prepared to offer to acquire all of the outstanding Shares of the Issuer at a purchase price in the range of $4.52 to $5.22 per Share (the “Offer”), subject to (a) the Issuer having at least $63 million of cash and cash equivalents at the time of any such transaction; (b) the completion of due diligence, including financial, legal, accounting and tax diligence; (c) the negotiation of a satisfactory acquisition agreement with customary terms and conditions; and (d) the negotiation of a satisfactory management agreement to eliminate unnecessary operating costs in an amount not less than $10 million.
AVI and the other Reporting Persons currently intend to further discuss and negotiate the Offer with the Board and management of the Issuer and may enter into a customary confidentiality agreement and other customary documentation related to the transaction. AVI reserves the right to revoke, amend or modify the Offer, including the price, conditions and others terms of the Offer.
| CUSIP No.98872B104 | SCHEDULE 13D/A | Page 9 of 9 Pages |
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: September 14, 2016 | AVI CAPITAL YANKEE, LP | |||
| By: | AVI Partners, LLC, | |||
| its general partner | ||||
| By: | /s/ Darren C. Wallis | |||
| Name: | Darren C. Wallis | |||
| Title: | Managing Partner | |||
| AVI CAPITAL PARTNERS, LP | ||||
| By: | AVI Partners, LLC, | |||
| its general partner | ||||
| By: | /s/ Darren C. Wallis | |||
| Name: | Darren C. Wallis | |||
| Title: | Managing Partner | |||
| AVI MANAGEMENT, LLC | ||||
| By: | /s/ Darren C. Wallis | |||
| Name: | Darren C. Wallis | |||
| Title: | Managing Member | |||
| AVI PARTNERS, LLC | ||||
| By: | /s/ Darren C. Wallis | |||
| Name: | Darren C. Wallis | |||
| Title: | Managing Partner | |||
| /s/ Darren C. Wallis | ||
DARREN C. WALLIS Individually and as attorney-in-fact for James A. Dunn, Jr. |