Amended Statement of Beneficial Ownership (sc 13d/a)
07 Julio 2015 - 4:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Dover
Saddlery, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
260412101
(CUSIP Number)
Glenhill
Advisors, LLC
600 Fifth Avenue, 11th Floor
New York, NY 10020
Tel.
(646) 432-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 persons 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 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).
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1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenhill Advisors, LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7. |
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SOLE VOTING POWER
0 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
0 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0% |
14. |
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TYPE OF REPORTING PERSON
IA, HC |
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1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn J. Krevlin |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7. |
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SOLE VOTING POWER
0 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
0 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0% |
14. |
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TYPE OF REPORTING PERSON
IN, HC |
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1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenhill Capital Advisors, LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7. |
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SOLE VOTING POWER
0 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
0 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0% |
14. |
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TYPE OF REPORTING PERSON
IA |
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1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenhill Capital Management, LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7. |
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SOLE VOTING POWER
0 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
0 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0% |
14. |
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TYPE OF REPORTING PERSON
IA, HC |
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1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenhill Capital Overseas Master Fund, LP |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7. |
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SOLE VOTING POWER
0 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
0 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0% |
14. |
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TYPE OF REPORTING PERSON
PN |
This Amendment No. 4 amends the Schedule 13D filed November 28, 2005 (the
Schedule 13D), as amended by Amendment No. 1 filed June 20, 2007, Amendment No. 2 filed July 6, 2011 and Amendment No. 3 filed May 21, 2015, and is filed by Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill
Capital Management, LLC, Glenhill Capital Advisors, LLC and Glenhill Capital Overseas Master Fund LP (the Reporting Persons), with respect to the common stock, $0.0001 par value (the Common Stock), of Dover Saddlery, Inc.
(the Company). Capitalized terms used herein but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 4 are incorporated
herein by reference.
On July 1, 2015, the Company announced the completion of its merger with a company formed by Webster Capital.
The Companys shareholders, including Glenhill Capital Overseas Master Fund, LP (which directly owned 908,983 shares prior to the merger), received cash consideration of $8.50 per share in the merger. The merger proceeds were distributed to
Glenhill Capital Overseas Master Fund, LP on July 3, 2015. Following the merger, Glenhill Capital Overseas Master Fund, LP owned no shares of the Company.
Item 5(b) is hereby amended to add the following:
The Reporting Persons no longer own any Common Stock of the Company.
Item 5(c) is hereby amended to add the following:
The responses of the Reporting Persons to Item 5(a) of this Amendment No. 4 are incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: July 7, 2015
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GLENHILL ADVISORS, LLC |
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By: |
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/s/ Glenn J. Krevlin |
Name: |
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Glenn J. Krevlin |
Title: |
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Managing Member |
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/s/ Glenn J. Krevlin |
GLENN J. KREVLIN |
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GLENHILL CAPITAL ADVISORS, LLC |
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By: |
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KREVLIN MANAGEMENT, INC. Managing Member |
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By: |
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/s/ Glenn J. Krevlin |
Name: |
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Glenn J. Krevlin |
Title: |
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Managing Member |
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GLENHILL CAPITAL MANAGEMENT, LLC |
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By: |
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GLENHILL ADVISORS, LLC Managing
Member |
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By: |
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/s/ Glenn J. Krevlin |
Name: |
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Glenn J. Krevlin |
Title: |
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Managing Member |
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GLENHILL CAPITAL OVERSEAS MASTER FUND LP |
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By: |
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GLENHILL CAPITAL OVERSEAS GP, LTD General Partner |
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By: |
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GLENHILL CAPITAL MANAGEMENT, LLC Sole Shareholder |
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By: |
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GLENHILL ADVISORS, LLC Managing Member |
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By: |
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/s/ Glenn J. Krevlin |
Name: |
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Glenn J. Krevlin |
Title: |
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Managing Member |
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