Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2) *
RigNet, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
766582100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [_] | Rule 13d-1(b) |
| [_] | Rule 13d-1(c) |
| [X] | Rule 13d-1(d) |
*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).
(Continued on following pages)
Page 1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 766582100 | 13 G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON Altira Technology Fund IV L.P. (“ATF IV”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [_] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
| CUSIP NO. 766582100 | 13 G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON Altira Technology Fund III LLC (“ATF III”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* OO | ||
| CUSIP NO. 766582100 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON Altira Management IV LLC (“AM IV”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* OO | ||
| CUSIP NO. 766582100 | 13 G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON Altira Group LLC (“AG”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* OO | ||
| CUSIP NO. 766582100 | 13 G | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON Dirk W. McDermott | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5 | SOLE VOTING POWER 30,000 shares, all of which are directly owned the McDermott Family Foundation, and McDermott, as a trustee of the foundation, may be deemed to have sole power to vote these shares. | |
| 6 | SHARED VOTING POWER 0 shares | ||
| 7 | SOLE
DISPOSITIVE POWER 30,000 shares, all of which are directly owned the McDermott Family Foundation, and McDermott, as a trustee of the foundation, may be deemed to have sole power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER 0 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 766582100 | 13 G | Page 7 of 12 |
This Amendment No. 2 amends and restates in its entirety the Schedule 13G previously filed by Altira Technology Fund IV L.P., a Delaware limited partnership (“ATF IV”), Altira Technology Fund III LLC, a Colorado limited liability company (“ATF III”), Altira Management IV LLC, a Delaware limited liability company (“AM IV”), Altira Group LLC, a Colorado limited liability company (“AG”), and Dirk W. McDermott (“McDermott”) (together with all prior and current amendments thereto, this “Schedule 13G”).
ITEM 1(A). NAME OF ISSUER
RigNet, Inc.
ITEM 1(B). ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
1880 S. Dairy Ashford, Suite 300
| Houston, TX 77077-4760 |
ITEM 2(A). NAME OF PERSONS
FILING
This Schedule 13G is filed by Altira Technology Fund IV L.P., a Delaware limited partnership (“ATF IV”), Altira Technology
Fund III LLC, a Colorado limited liability company (“ATF III”), Altira Management IV LLC, a Delaware limited liability
company (“AM IV”), Altira Group LLC, a Colorado limited liability company (“AG”), and Dirk W. McDermott
(“McDermott”), the sole managing member of AG. The foregoing entities and individual are collectively referred to as
the “Reporting Persons.”
| AM IV is the general partner of ATF IV and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by ATF IV. AG is the managing member of AM IV and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by ATF IV. AG is the general partner of ATF III and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by ATF III. McDermott is the sole managing member of AG and may be deemed to have direct beneficial ownership of shares of the issuer directly owned by ATF IV, ATF III and AM IV. |
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
Altira Group LLC
1675 Broadway, Suite 2400
Denver, Colorado 80202
ITEM 2(C). CITIZENSHIP
ATF IV is a Delaware limited partnership. AM IV is a Delaware limited liability company. ATF III and AG are Colorado limited liability
companies. McDermott is a United States citizen.
ITEM 2(D) AND (E). TITLE OF
CLASS OF SECURITIES AND CUSIP NUMBER
Common Stock
CUSIP # 766582100
ITEM 3. Not Applicable.
| CUSIP NO. 766582100 | 13 G | Page 8 of 12 |
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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: [X]
Yes
ITEM 6. OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Please see Item 5.
ITEM 7. IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
| CUSIP NO. 766582100 | 13 G | Page 9 of 12 |
ITEM 8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION
OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP NO. 766582100 | 13 G | Page 10 of 12 |
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.
Date: January 9, 2014
|
Altira Technology Fund IV L.P.
By: Altira Management IV LLC
By: Altira Group LLC
By: /s/ Dirk W. McDermott Dirk W. McDermott, managing member
Altira Technology Fund III LLC
By: Altira Group LLC
By: /s/ Dirk W. McDermott Dirk W. McDermott, managing member
Altira Management IV LLC
By: Altira Group LLC
By: /s/ Dirk W. McDermott Dirk W. McDermott, managing member
|
Altira Group LLC
By: /s/ Dirk W. McDermott Dirk W. McDermott, managing member
/s/ Dirk W. McDermott
|
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.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
| CUSIP NO. 766582100 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 12 |
| CUSIP NO. 766582100 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of RigNet, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.