UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sizmek, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
83013P105
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds Ford, PA 19317
(610) 558-2800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 15, 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.
* 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).
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, L.P.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
1,747,039
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
1,747,039
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
1,747,039
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
6.0
14.??Type of Reporting Person
IA
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, Inc.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check 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
1,747,039
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
1,747,039
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
1,747,039
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
6.0
14.??Type of Reporting Person
CO
1.??Names of Reporting Persons.
?Gardner Lewis Merger Arbitrage Fund, L.P.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
WC
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
1,527,866
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
1,527,866
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
1,527,866
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
5.2
14.??Type of Reporting Person
PN
1.??Names of Reporting Persons.
?Gardner Lewis Partner, LLC
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
1,527,866
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
1,527,866
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
1,527,866
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
5.2
14.??Type of Reporting Person
OO
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this ?Schedule 13D?) relates to the common
stock, $0.001 par value (the ?Common Stock?), of Sizmek, Inc.,
a Delaware corporation (the ?Issuer?). The Issuer?s principal
executive offices are located at 500 W. 5th Street, Suite 900,
Austin, TX 78701.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No.1 to Schedule 13D is filed
jointly on behalf of Gardner Lewis Asset Management, L.P., a
Pennsylvania limited partnership (?GLAM?), Gardner Lewis Asset
Management, Inc., a Delaware corporation, and the sole general
partner of GLAM (?GLAM GP?), Gardner Lewis Merger Arbitrage
Fund L.P., a private investment fund (the ?Fund?), and Gardner
Lewis Partners, LLC, the sole general partner of the Fund (the ?Fund
GP?), to amend the Schedule 13D filed with the Securities and Exchange
Commission on August 18, 2016 in order to include the Fund and the
Fund GP reporting persons, who each became required to file a Schedule
13D relating to the Common Stock as of August 15, 2016 when the
Fund crossed 5%, and each of GLAM and GLAM GP shares beneficial
ownership of the shares of Common Stock beneficially owned by the
Fund and the Fund GP. W. Whitfield Gardner (?Mr. Gardner?) is the
sole stockholder of GLAM GP and the sole member of the Fund GP.
See Note 1 in Item 5.
(b) The place of organization or citizenship of each
person listed in this Item 2 is as follows: GLAM (Pennsylvania),
GLAM GP (Delaware), the Fund (Delaware), the Fund GP (Pennsylvania)
and Mr. Gardner (Pennsylvania).? The address of the principal office or
business address, as applicable, of each person listed above is 285
Wilmington West Chester Pike, Chadds Ford, PA 19317.
(c) GLAM?s principal business is acting as an investment
adviser to private funds and client accounts, including the Fund. GLAM
is a registered investment adviser with the Securities and Exchange
Commission. GLAM GP?s principal business is to act as the sole
general partner of GLAM. The Fund?s principal business is a private
investment fund. The Fund GP?s principal business is to act as the
sole general partner of the Fund. Mr. Gardner?s principal business
is Chairman and CEO of GLAM.
(d) No person listed in this Item 2 has been convicted
n a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.?
(e) No person listed in this Item 2 was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws (or finding any violation with respect to such laws) as a result of
a civil proceeding of a judicial or administrative body of competent
jurisdiction to which such person was a party during the last five years.
(f) Each person listed in this Item 2 is a citizen of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The funds used in purchasing shares of Common Stock on behalf
of clients of GLAM come from private funds and various client
accounts advised by GLAM, including the Fund. The funds used
in purchasing shares on behalf of the Fund came from the Fund?s
investors. See Note 1 in Item 5.
ITEM 4. PURPOSE OF TRANSACTION
GLAM transactions are for private funds and client accounts advised
by GLAM in the normal course of business, including the Fund.
GLAM reserves the right, from time to time, to acquire additional
shares of Common Stock for, and/or dispose of shares of Common
Stock held in, the private funds and client accounts advised by
GLAM, including the Fund. None of the persons listed in Item 2
has any other plans or proposals related to the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GLAM and GLAM GP share voting and dispositive
power over 1,747,039 shares of Common Stock, representing 6.0% of
the Common Stock, and the Fund and the Fund GP share voting and
dispositive power over 1,527,866 of those shares of Common Stock,
representing 5.2% of the Common Stock. Such percentages are based
on 29,141,209 shares of Common Stock issued and outstanding as of
August 9, 2016 as reported on the Issuer?s Form 10-Q filed on August
9, 2016. See Note 1 in this Item 5.
(b) The power to dispose of and vote the shares of
Common Stock referenced in paragraph (a) of the this Item 5 is shared
among GLAM and GLAM GP, with respect to those shares the
beneficial ownership of which is attributable to GLAM and GLAM GP,
and the Fund, the Fund GP, GLAM and GLAM GP with respect to
those shares the beneficial ownership of which is attributable to the
Fund and the Fund GP. See Note 1 in this Item 5.
(c) GLAM on behalf of the private funds and client
accounts it advises, including the Fund, effected the following
transactions in the Issuer?s securities in the past 60 days:
Date of
Purchase/Sale
Shares Purchased/ (Sold)(#)
Average Purchase/ Sale Price per
Share ($)
8/3/16
1,286,700
3.86
8/4/16
170,107
3.86
8/8/16
46,198
3.86
8/12/16
8,200
3.86
8/15/16
177,334
3.86
8/16/16
10,000
3.83
8/17/16
10,000
3.83
8/18/16
10,000
3.85
8/22/16
12,500
3.81
8/23/16
16,000
3.85
(d) Any dividends on, and proceeds from the sale of, any
shares of Common Stock are for the account of the private funds and
client accounts advised by GLAM that hold such shares, including the
Fund.
(e) Not applicable.
Note 1: GLAM advises private funds and client accounts, including
the Fund.??In such capacity, GLAM has voting authority and dispositive
discretion over the?securities of the Issuer described in this Schedule
13D that are owned by the private funds and client accounts advised
by GLAM, including the Fund.??The pecuniary interest of all securities
reported in this Schedule 13D is owned by the private funds and client
accounts advised by GLAM, including the Fund.??The Fund owns
the pecuniary interests in all the securities reported in this Schedule
13D owned by the Fund. Except for the purpose of determining
beneficial ownership under Section 13(d) of the Securities Exchange
Act of 1934, as amended, GLAM, GLAM GP, the Fund GP, and Mr.
Gardner each disclaims beneficial ownership of all securities reported
in this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Other than as described in this Schedule 13D, none of the persons
listed in Item 2 has any contracts, arrangements, understandings or
other relationship with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the
Securities exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with all other reporting persons in the Schedule
13D referred to below on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the
Common Stock, par value $0.001 per share, of Sizmek, Inc. and that
this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the
Agreement this 25th day of August, 2016.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: August 25, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Page 9 of 10
CUSIP No. 83013P105