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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Global Cash Access Holdings, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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378967103
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(CUSIP Number)
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December 31, 2011
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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)
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 the disclosures provided in a prior cover page.
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 (“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. |
378967103
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13G
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Page 2 of 16 Pages
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1
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NAME OF REPORTING PERSON
Summit Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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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 limited partnership
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
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13G
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Page 3 of 16 Pages
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1
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NAME OF REPORTING PERSON
Summit Partners VI (GP), LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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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 limited liability company
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 shares
|
|
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6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
0 shares
|
||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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| CUSIP No. |
378967103
|
13G
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Page 4 of 16 Pages
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1
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NAME OF REPORTING PERSON
Summit Partners VI (GP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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||
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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 limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
|
13G
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Page 5 of 16 Pages
|
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1
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NAME OF REPORTING PERSON
Summit Ventures VI-A, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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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 limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
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6
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SHARED VOTING POWER
0 shares
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|
7
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SOLE DISPOSITIVE POWER
0 shares
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||
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8
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SHARED DISPOSITIVE POWER
0 shares
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
|
13G
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Page 6 of 16 Pages
|
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1
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NAME OF REPORTING PERSON
Summit Ventures VI-B, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
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|
8
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SHARED DISPOSITIVE POWER
0 shares
|
||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
|
13G
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Page 7 of 16 Pages
|
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1
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NAME OF REPORTING PERSON
Summit VI Advisors Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
|
13G
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Page 8 of 16 Pages
|
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1
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NAME OF REPORTING PERSON
Summit VI Entrepreneurs Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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|
3
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SEC USE ONLY
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||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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| CUSIP No. |
378967103
|
13G
|
Page 9 of 16 Pages
|
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1
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NAME OF REPORTING PERSON
Summit Investors VI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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Schedule 13G
Item 1(a). Name of Issuer: Global Cash Access Holdings, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices: 3525 East Post Road; Las Vegas, NV, 89120
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Item 2(a).
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Names of Persons Filing: Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P.
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Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the sole general partner of Summit Partners VI (GP), L.P., which is the sole general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence: The address of the principal business office of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P. is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.
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Item 2(c).
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Citizenship: Each of Summit Partners, L.P., Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P. is a limited partnership organized under the laws of the State of Delaware. Summit Partners VI (GP), LLC is a limited liability company organized under the laws of the State of Delaware.
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Item 2(d).
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Title of Class of Securities: Common Stock, $0.001 par value
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Item 2(e).
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CUSIP Number:
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378967103
|
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
Each of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P. (individually an “Entity” and collectively the “Entities”) may be deemed to own beneficially 0 shares of Common Stock as of December 31, 2011.
Page 10 of 16
(b) Percent of Class:
Summit Partners, L.P.: 0.0%
Summit Partners VI (GP), LLC: 0.0%
Summit Partners VI (GP), L.P.: 0.0%
Summit Ventures VI-A, L.P.: 0.0%
Summit Ventures VI-B, L.P.: 0.0%
Summit VI Advisors Fund, L.P.: 0.0%
Summit VI Entrepreneurs Fund, L.P.: 0.0%
Summit Investors VI, L.P.: 0.0%
The foregoing percentages are calculated based on the 64,821,010 shares of Common Stock reported to be outstanding in a Quarterly Report on Form 10-Q for Global Cash Access Holdings, Inc. for the quarter ended September 30, 2011.
(c) 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 shares for each reporting person
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(ii)
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shared power to vote or to direct the vote:
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Summit Partners, L.P. : 0 shares
Summit Partners VI (GP), LLC: 0 shares
Summit Partners VI (GP), L.P.: 0 shares
Summit Ventures VI-A, L.P.: 0 shares
Summit Ventures VI-B, L.P.: 0 shares
Summit VI Advisors Fund, L.P.: 0 shares
Summit VI Entrepreneurs Fund, L.P.: 0 shares
Summit Investors VI, L.P.: 0 shares
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(iii)
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sole power to dispose or direct the disposition of:
|
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0 shares for each reporting person
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(iv)
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shared power to dispose or direct the disposition of:
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Summit Partners, L.P. : 0 shares
Summit Partners VI (GP), LLC: 0 shares
Summit Partners VI (GP), L.P.: 0 shares
Summit Ventures VI-A, L.P.: 0 shares
Summit Ventures VI-B, L.P.: 0 shares
Summit VI Advisors Fund, L.P.: 0 shares
Summit VI Entrepreneurs Fund, L.P.: 0 shares
Summit Investors VI, L.P.: 0 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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This statement is being filed to report the fact that as of the date hereof each of the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities.
Page 11 of 16
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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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Not Applicable.
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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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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable. The reporting persons expressly disclaim membership in a “group” as used in 13d-1(b)(1)(ii)(K).
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
Page 12 of 16
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Dated: February __, 2012.
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SUMMIT PARTNERS, L.P.
By: Summit Master Company, LLC, its general partner
By: *
Member
|
SUMMIT PARTNERS VI (GP), LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
|
|
SUMMIT PARTNERS VI (GP), L.P.
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
|
|
SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
Page 13 of 16
|
SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
By: *
Member
|
|
|
*By: /s/ Robin W. Devereux
|
||
|
Robin W. Devereux
|
||
|
Power of Attorney
|
* Pursuant to Powers of Attorney on file with the Commission, which Powers of Attorney are incorporated herein by reference. Copies of such Powers of Attorney are filed as Exhibit 2 to the report on Schedule 13G Filed by the Reporting Persons on February 11, 2010 for the year ended December 31, 2009, and are hereby incorporated by reference.
Page 14 of 16