Blackboard Inc - Amended Statement of Ownership (SC 13G/A)
2008年2月15日 - 1:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Blackboard, Inc.
Common Stock
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(Title of Class of Securities)
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091935 50 2
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
þ
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior coverage page.
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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 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
).
Page 1 of 8 Pages
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CUSIP No. 091935 50 2
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13G
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Page 2 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ICG Holdings, Inc.
51-0396570
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
(b)
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
0
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6. SHARED VOTING POWER
2,187,060*
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7. SOLE DISPOSITIVE POWER
0
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8. SHARED DISPOSITIVE POWER
2,187,060*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,060*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12.
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 091935 50 2
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13G
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Page 3 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Internet Capital Group, Inc.
23-2996071
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
0
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6. SHARED VOTING POWER
2,187,060*
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7. SOLE DISPOSITIVE POWER
0
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8. SHARED DISPOSITIVE POWER
2,187,060*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,060*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12.
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 091935 50 2
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13G
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Page 4 of 8 Pages
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Item 1(a).
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Name of Issuer:
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Blackboard, Inc. (the
Company)
Item 1(b). Address of Issuers Principal Executive Offices:
1899 L Street, NW, 5
th
Floor
Washington, DC 20036
Item 2(a).
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Name of Person Filing:
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(1)
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ICG Holdings, Inc. (ICG Holdings)
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(2)
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Internet Capital Group, Inc. (Internet Capital and together with ICG Holdings, the Reporting Persons)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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(2)
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690 Lee Road, Suite 310
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Item 2(d).
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Title of Class of Securities:
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Common Stock
091935 50 2
Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A
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(a)
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Broker or dealer registered under Section 15 of the Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G).
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CUSIP No. 091935 50 2
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13G
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Page 5 of 8 Pages
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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On December 16, 2005, ICG Holdings
entered into a letter agreement (the Confirmation) with Credit Suisse First Boston Capital LLC (CSFB) pursuant to which ICG Holdings may from time to time execute cashless collars to hedge certain of its shares of Company
Common Stock. As of December 31, 2007 and the date of this statement, 1,625,000 shares of Company Common Stock were subject to such cashless collars pursuant to the terms of the Confirmation.
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(a)
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Amount beneficially owned:
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2,187,060
7.5%, based upon 29,196,807
shares of common stock outstanding as of December 31, 2007 as reported in the Companys Form S-3 filed with the Securities and Exchange Commission on January 31, 2008.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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2,187,060
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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2,187,060
Item 5.
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Ownership of Five Percent or Less of a Class.
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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 of securities, check the following
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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CSFB will have the right to receive dividends in respect of any shares of Company Common Stock that ICG Holdings may from time to time hedge pursuant to the terms of the Confirmation. As of
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CUSIP No. 091935 50 2
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13G
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Page 6 of 8 Pages
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December 31, 2007 and the date of this statement, CSFB has the right to receive dividends in respect of
1,625,000 shares of Company Common Stock pursuant to the terms of the Confirmation.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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This is a joint filing pursuant to Rule 13d-1(k)(1). Attached as Exhibit 1 is the Joint Filing Agreement between the Reporting Persons.
Item 9.
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Notice of Dissolution of Group.
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N/A
Not Applicable to filings pursuant
to Rule 13d-1(d).
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CUSIP No. 091935 50 2
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13G
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Page 7 of 8 Pages
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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. On executing the statement, the undersigned agrees, to the
extent required by Rule 13d-1(k)(1), that this statement is being filed on behalf of each of the Reporting Persons herein.
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ICG HOLDINGS, INC.
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By:
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/s/ Suzanne L. Niemeyer
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Name: Suzanne L. Niemeyer
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Dated: February 14, 2008
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Title: Vice President
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INTERNET CAPITAL GROUP, INC.
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By:
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/s/ Suzanne L. Niemeyer
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Name: Suzanne L. Niemeyer
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Dated: February 14, 2008
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Title: Managing Director, General Counsel &
Secretary
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CUSIP No. 091935 50 2
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13G
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Page 8 of 8 Pages
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Joint Filing Agreement
The undersigned parties hereby agree that the Amendment No. 3 to Schedule 13G filed herewith (and any amendments thereto) relating to the Common
Stock of Blackboard, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended.
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ICG HOLDINGS, INC.
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By:
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/s/ Suzanne L. Niemeyer
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Name: Suzanne L. Niemeyer
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Dated: February 14, 2008
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Title: Vice President
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INTERNET CAPITAL GROUP, INC.
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By:
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/s/ Suzanne L. Niemeyer
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Name: Suzanne L. Niemeyer
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Dated: February 14, 2008
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Title: Managing Director, General Counsel &
Secretary
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Blackboard (MM) (NASDAQ:BBBB)
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Blackboard (MM) (NASDAQ:BBBB)
過去 株価チャート
から 7 2023 まで 7 2024