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
(Amendment No. 5)
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Lindblad Expeditions Holdings, Inc.
|
|
(Name of Issuer)
|
|
Common Stock
|
|
(Title of Class of Securities)
|
|
535219109
|
|
(CUSIP Number)
|
|
Jason Breeding, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
July 31, 2020
|
|
(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).
2
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
VA Partners I, LLC
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
00 (LLC)
|
|||||
*See Item 3
**See Item 2 and 5
3
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
ValueAct Capital Management, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
PN
|
|||||
*See Item 3
**See Item 2 and 5
4
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
ValueAct Capital Management, LLC
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
00 (LLC)
|
|||||
*See Item 3
**See Item 2 and 5
5
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
ValueAct Holdings, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
PN
|
|||||
*See Item 3
**See Item 2 and 5
6
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
ValueAct Holdings II, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
PN
|
|||||
*See Item 3
**See Item 2 and 5
7
|
1
|
NAMES OF REPORTING PERSONS
|
||||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
|
ValueAct Holdings GP, LLC
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
||||
|
00*
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
||||
|
0**
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
|
||||
|
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
|
||||
|
0**
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0**
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0%
|
|||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
00 (LLC)
|
|||||
*See Item 3
**See Item 2 and 5
8
This Amendment No. 5 to the Schedule 13D supplements the information set forth in the Schedule 13D (the “Original Schedule 13D”) filed by the Reporting Persons
(as defined below) with the United States Securities and Exchange Commission, relating to the Common Stock (the "Common Stock") of Lindblad Expeditions
Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby
supplementally amended as follows:
This statement is filed jointly by (a) VA Partners I, LLC ("VA Partners I"), (b) ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (c) ValueAct Capital Management, LLC ("ValueAct
Management LLC"), (d) ValueAct Holdings, L.P. ("ValueAct Holdings"), (e) ValueAct Holdings II, L.P. ("ValueAct Holdings II"), and (f) ValueAct Holdings GP, LLC ("ValueAct Holdings GP"), (collectively, the "Reporting Persons").
VA Partners I is a Delaware limited liability company. VA Partners I no longer serves as the General Partner (the “GP Change”) of Inclusive Capital Partners Spring Master Fund, L.P. (f/k/a/
ValueAct Spring Master Fund, L.P.) (“Spring Fund”). ValueAct Management L.P. is a Delaware limited partnership. ValueAct Management L.P. no longer renders management services to Spring Fund (the “Management Termination”). As a result of the GP
Change and Management Termination, each of VA Partners I, ValueAct Management L.P., ValueAct Management LLC, a Delaware limited liability company and the General Partner to ValueAct Management L.P., ValueAct Holdings, a Delaware limited partnership
and the majority owner of the membership interests of VA Partners I, ValueAct Holdings II, the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and ValueAct
Holdings GP, a Delaware limited liability company and the General Partner to ValueAct Holdings and ValueAct Holdings II, no longer beneficially owns any securities of the Issuer.
Spring Fund will no longer be jointly filing on Schedule 13D with the Reporting Persons.
The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
(d) and (e). None of the Reporting Persons has during the past five years been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent 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.
Item 5. Interest in Securities of the Issuer
The response to Item 2 of this Schedule 13D is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. As a result of the GP Change and Management Termination, each of VA
Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP no longer beneficially owns any securities of the Issuer.
(c) Except as disclosed in the Original Schedule 13D and prior amendments, there have been no transactions in shares of Common Stock during the 60 days prior to the date hereof by any of the
Reporting Persons.
(d) Not applicable.
(e) On July 31, 2020, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock.
(1) Joint Filing Agreement
9
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: August 4, 2020
|
VA Partners I, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Capital Management, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings, L.P., by ValueAct Holdings GP, LLC, its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings GP, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
10
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of the Issuer, is being filed jointly on behalf of each of them with
the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
Dated: August 4, 2020
|
VA Partners I, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Capital Management, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings, L.P., by ValueAct Holdings GP, LLC, its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
| < div style="text-align: left;line-height: 13.7pt">Name: Bradley E. Singer | ||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||
Dated: August 4, 2020
|
ValueAct Holdings GP, LLC
|
||
|
By:
|
/s/ Bradley E. Singer
|
|
|
Name: Bradley E. Singer
|
||
|
Title: Chief Operating Officer
|
||