Sec Form 13G Filing - DIKER MANAGEMENT LLC filing for TUCOWS INC (TCX) - 2013-02-15

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

(a)

Name of Issuer: Tucows, Inc. (the "Company")

(b)

Address of Issuer's Principal Executive Offices:

The Company's principal executive offices are located at 96 Mowat Avenue, Toronto, Ontario M6K 3M1.

(a)

Name of Person Filing:

This statement is filed by:

(i) Diker GP, LLC, a Delaware limited liability company ("Diker GP"), as the general partner to the Delaware limited partnership the Diker Value Tech Fund, LP (“VT”), Diker Value Tech QP Fund, LP (“VTQP”), Diker Small Cap Fund, LP ("SC"), the Diker Small Cap QP Fund, LP ("SCQP") and Diker Micro Cap Fund LP (“MC”) with respect to the Stock directly owned by VT, VTQP, SC, SCQP, MC and (collectively, the "Diker Funds"). The general partner of the Partnership is Unterberg Technology Partners GP, LLC, a Delaware limited liability company (the "General Partner"). As of November 1, 2012, all of the outstanding limited liability company interests of the General Partner were purchased by Diker GP, LLC. In connection with the purchase of the General Partner, Diker Management LLC (the "Investment Manager") replaced Unterberg Capital, LLC, a Delaware limited liability company and a former affiliate of the General Partner, as investment manager to the Partnership;

(ii) Diker Management, LLC, a Delaware limited liability company ("Diker Management"), as the investment manager of the Diker Funds, with respect to the shares of Common Stock held by the Diker Funds;

(iii) Charles M. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management;

(iv) Mark N. Diker, a citizen of the United States, and the managing member of each of Diker GP and Diker Management, with respect to the shares of Common Stock subject to the control of Diker GP and Diker Management.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)

Address of Principal Business office or, if none, Residence:

The address of the business office of each of the Reporting Persons is 730 Fifth Avenue, 15th Floor, New York, New York 10019.

(c)

Citizenship:

Each of Diker GP and Diker Management is a Delaware limited liability company. Each of Charles M. Diker and Mark N. Diker is a United States citizen.

(d)

Title of Class of Securities: Common Stock (the "Common Stock").

(e)

CUSIP Number: 898697107

(a)

Broker or dealer registered under Section 15 of the Act,

(b)

Bank as defined in Section 3(a)(6) of the Act,

(c)

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g)

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h)

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to 13d-1(c), check this box: x

(a)

Amount Beneficially Owned:

A. Diker GP, LLC

(a) Amount beneficially owned: 1,808,359

(b) Percent of class: 4.09% The percentages used herein and in the rest of Item 4 are calculated based upon the 44,261,684 shares of Common Stock issued and outstanding according to Bloomberg.

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,808,359

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,808,359

B. Diker Management, LLC

(a) Amount beneficially owned: 1,808,359

(b) Percent of class: 4.09%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,808,359

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,808,359

Date: February 8, 2013

DIKER GP, LLC

By: /s/ MARK N. DIKER

Name: Mark N. Diker
Title: Managing Member

DIKER MANAGEMENT, LLC

By: /s/ MARK N. DIKER

Name: Mark N. Diker
Title: Managing Member

CHARLES M. DIKER, Individually

/s/ CHARLES M. DIKER

Name: Charles M. Diker

MARK N. DIKER, Individually

/s/ MARK N. DIKER

Name: Mark N. Diker