CUSIP No. 85228F202 | 13D/A | Page 2 of 10 pages |
1.
|
NAMES OF REPORTING PERSONS
William R. Baumel
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
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||
3.
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SEC USE ONLY
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||
4.
|
SOURCE OF FUNDS
AF
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||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 0
|
|
8.
|
SHARED VOTING POWER 1,749,618(2)
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||
9.
|
SOLE DISPOSITIVE POWER 0
|
||
10.
|
SHARED DISPOSITIVE POWER 1,749,618(2)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,618(2)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2% (3)
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||
14.
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 85228F202
|
13D/A
|
Page 3 of 10 pages
|
1.
|
NAMES OF REPORTING PERSONS
Mark J. Foley
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 0
|
|
8.
|
SHARED VOTING POWER 1,749,618(2)
|
||
9.
|
SOLE DISPOSITIVE POWER 0
|
||
10.
|
SHARED DISPOSITIVE POWER 1,749,618(2)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,618(2)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2% (3)
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 85228F202
|
13D/A
|
Page 4 of 10 pages
|
1.
|
NAMES OF REPORTING PERSONS
RWI Ventures II, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 0
|
|
8.
|
SHARED VOTING POWER 1,749,618(2)
|
||
9.
|
SOLE DISPOSITIVE POWER 0
|
||
10.
|
SHARED DISPOSITIVE POWER 1,749,618(2)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,618(2)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2% (3)
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 85228F202
|
13D/A
|
Page 5 of 10 pages
|
1.
|
NAMES OF REPORTING PERSONS
RWI Ventures Management II, LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 0
|
|
8.
|
SHARED VOTING POWER 1,749,618(2)
|
||
9.
|
SOLE DISPOSITIVE POWER 0
|
||
10.
|
SHARED DISPOSITIVE POWER 1,749,618(2)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,618(2)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2% (3)
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 85228F202
|
13D/A
|
Page 6 of 10 pages
|
CUSIP No. 85228F202
|
13D/A
|
Page 7 of 10 pages
|
Reporting Persons
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Shares Held Directly
|
Notes. /
Warrants
Held
Directly(1)
|
Sole
Voting
Power
|
Shared
Voting
Power (2)
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power (2)
|
Beneficial
Ownership(2)
|
Percentage
of Class (3)
|
||||||||||||||||||||||||
RWI
|
718,357 | 1,031,261 | 0 | 1,749,618 | 0 | 1,749,618 | 1,749,618 | 8.2% | ||||||||||||||||||||||||
RWIM
|
0 | 0 | 0 | 1,749,618 | 0 | 1,749,618 | 1,749,618 | 8.2% | ||||||||||||||||||||||||
Baumel
|
0 | 0 | 0 | 1,749,618 | 0 | 1,749,618 | 1,749,618 | 8.2% | ||||||||||||||||||||||||
Foley
|
0 | 0 | 0 | 1,749,618 | 0 | 1,749,618 | 1,749,618 | 8.2% |
CUSIP No. 85228F202
|
13D/A
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Page 8 of 10 pages
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Exhibit 1:
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Asset Purchase Agreement dated as of July 28, 2010, by and among St. Bernard Software, Inc., Red Condor, Inc. and certain note holders of Red Condor, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
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Exhibit 2:
|
Securities Purchase Agreement dated as of August 2, 2010, by and among St. Bernard Software, Inc. and the investors listed therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 3:
|
Form of Convertible Notes pursuant to the Securities Purchase Agreement therein (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 4:
|
Form of Warrant pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 5:
|
Agreement regarding filing of joint Amendment No. 1 to Schedule 13D.
|
CUSIP No. 85228F202
|
13D/A
|
Page 9 of 10 pages
|
RWI VENTURES II, L.P.
|
||
By:
|
RWI Ventures Management II, LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ William R. Baumel
|
|
Name:
|
William R. Baumel
|
|
Manager
|
||
RWI VENTURES MANAGEMENT II, LLC
|
||
By:
|
/s/ William R. Baumel
|
|
Name:
|
William R. Baumel
|
|
Manager
|
||
/s/ William R. Baumel
|
||
William R. Baumel
|
||
/s/ Mark J. Foley
|
||
Mark J. Foley
|
CUSIP No. 85228F202
|
13D/A
|
Page 10 of 10 pages
|
Exhibit 1:
|
Asset Purchase Agreement dated as of July 28, 2010, by and among St. Bernard Software, Inc., Red Condor, Inc. and certain note holders of Red Condor, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 2:
|
Securities Purchase Agreement dated as of August 2, 2010, by and among St. Bernard Software, Inc. and the investors listed therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 3:
|
Form of Convertible Notes pursuant to the Securities Purchase Agreement therein (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 4:
|
Form of Warrant pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2010).
|
Exhibit 5:
|
Agreement regarding filing of joint Amendment No. 1 to Schedule 13D.
|
RWI VENTURES II, L.P.
|
||
By:
|
RWI Ventures Management II, LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ William R. Baumel
|
|
Name:
|
William R. Baumel
|
|
Manager
|
||
RWI VENTURES MANAGEMENT II, LLC
|
||
By:
|
/s/ William R. Baumel
|
|
Name:
|
William R. Baumel
|
|
Manager
|
||
/s/ William R. Baumel
|
||
William R. Baumel
|
||
/s/ Mark J. Foley
|
||
Mark J. Foley
|