UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
| LodgeNet Interactive Corporation |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of class of securities) |
| 540211-10-9 |
| (CUSIP number) |
Danny Fox Pension Corporation Co-Investment (GP) Limited Hambro House, St Julian’s Court, St Julian’s Avenue, St Peter Port, Guernsey GY1 3ED +44 1481 726 521 with a copy to: Danielle D. Do, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 |
| (Name, address and telephone number of person authorized to receive notices and communications) |
| May 12, 2010 |
| (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
CUSIP No. 540211-10-9 | 13D | Page 2 |
| 1. | NAME OF REPORTING PERSON: Victorian Capital LP, Incorporated | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [ ] (b) [X] | |||
| 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: | Guernsey | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER: | 0 | ||
| 8. | SHARED VOTING POWER: | 725,373 (see Item 5) | |||
| 9. | SOLE DISPOSITIVE POWER: | 0 | |||
| 10. | SHARED DISPOSITIVE POWER: | 725,373 (see Item 5) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | 725,373 (see Item 5) | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | 2.90% (see Item 5) | |||
| 14. | TYPE OF REPORTING PERSON: | PN | |||
CUSIP No. 540211-10-9 | 13D | Page 3 |
| 1. | NAME OF REPORTING PERSON: Pension Corporation Co-Investment (GP) Limited | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [ ] (b) [X] | |||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS: | Not applicable | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION: | Guernsey | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER: | 0 | ||
| 8. | SHARED VOTING POWER: | 725,373 (see Item 5) | |||
| 9. | SOLE DISPOSITIVE POWER: | 0 | |||
| 10. | SHARED DISPOSITIVE POWER: | 725,373 (see Item 5) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | 725,373 (see Item 5) | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | 2.90% (see Item 5) | |||
| 14. | TYPE OF REPORTING PERSON: | CO | |||
CUSIP No. 540211-10-9 | 13D | Page 4 |
| 15. | NAME OF REPORTING PERSON: The Truell Charitable Foundation | ||||
| 16. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [ ] (b) [X] | |||
| 17. | SEC USE ONLY | ||||
| 18. | SOURCE OF FUNDS: | Not applicable | |||
| 19. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] | ||||
| 20. | CITIZENSHIP OR PLACE OF ORGANIZATION: | England and Wales | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 21. | SOLE VOTING POWER: | 0 | ||
| 22. | SHARED VOTING POWER: | 725,373 (see Item 5) | |||
| 23. | SOLE DISPOSITIVE POWER: | 0 | |||
| 24. | SHARED DISPOSITIVE POWER: | 725,373 (see Item 5) | |||
| 25. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | 725,373 (see Item 5) | |||
| 26. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [ ] | |||
| 27. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | 2.90% (see Item 5) | |||
| 28. | TYPE OF REPORTING PERSON: | OO | |||
This Amendment No. 4 amends the Schedule 13D dated March 23, 2009, as amended (the “Schedule 13D”), and is being filed by Victorian Capital LP, Incorporated (“Victorian Capital”), Pension Corporation Co-Investment (GP) Limited (“PCCI”) and The Truell Charitable Foundation (“TCF”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of LodgeNet Interactive Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
Item 5. Interests in the Securities of the Purchaser.
(a) and (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of May 14, 2010, Victorian Capital was the direct beneficial owner of 725,373 shares of Common Stock, representing approximately 2.90% of the outstanding shares of Common Stock (based on 25,052,289 shares of Common Stock outstanding as of May 3, 2010, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 7, 2010).
PCCI, as the sole general partner of Victorian Capital, has voting and dispositive power over the shares of Common Stock directly owned by Victorian Capital, and therefore may be deemed to beneficially own such shares. By virtue of its ownership of all of the outstanding ordinary shares of PCCI, TCF may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Victorian Capital. The filing of this Amendment No. 4 shall not be construed as an admission that either of PCCI or TCF is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the beneficial owner of shares covered by this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that either of PCCI or TCF is the beneficial owner of any shares covered by this Amendment No. 4 for any other purpose than Section 13(d) of the Exchange Act.
Except as disclosed in this Item 5(a) and (b), as of May 14, 2010, none of the Reporting Persons, nor, to the best of their knowledge, any of PCCI’s or TCF’s directors or executive officers, beneficially owns any shares of Common Stock or presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own.
(c) Since the filing, on April 26, 2010, of Amendment No. 3 to this Schedule 13D, Victorian Capital effected transactions with respect to the Common Stock on such dates, in such amounts and at such per share prices (excluding brokerage fees) as follows:
| Trade Date | Shares Sold | Highest Price per Share | Lowest Price per Share | Weighted Average Price | |||||||||||||
| April 29, 2010 | 5,978 | $ | 6.85 | $ | 6.85 | $ | 6.85 | ||||||||||
| April 30, 2010 | 112 | $ | 6.85 | $ | 6.85 | $ | 6.85 | ||||||||||
All such dispositions were through JP Morgan Cazenove Limited. To the best knowledge of the Reporting Persons, none of PCCI’s or TCF’s directors or executive officers has effected any transaction in the Common Stock since April 26, 2010.
(d) Not applicable.
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(e) On May 12, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit No. | Description |
| 1 | Joint Filing Agreement among Reporting Persons |
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SIGNATURES
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.
| Dated: May 14, 2010 | ||||||
| Victorian Capital LP, Incorporated | ||||||
| By: | Pension Corporation Co-Investment (GP) Limited | |||||
| its General Partner | ||||||
| By: | /s/ Christine Whitehorne | |||||
| Name: | Christine Whitehorne | |||||
| Title: | Director | |||||
| Pension Corporation Co-Investment (GP) Limited | ||||||
| By: | /s/ Christine Whitehorne | |||||
| Name: | Christine Whitehorne | |||||
| Title: | Director | |||||
| The Truell Charitable Foundation | ||||||
| By: | /s/ Kim Gozzett | |||||
| Name: | Kim Gozzett | |||||
| Title: | Chief Executive | |||||
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Exhibit Index
| Exhibit No. | Description |
| 1 | Joint Filing Agreement among Reporting Persons |
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