UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

SCHEDULE 13D/A

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934


 

ANGIE’S LIST, INC.

(Name of Issuer)

 


 

Common Stock, par value $0.001

(Title of Class of Securities)

 

034754101

(CUSIP Number)

 

C. Brophy Christensen, Esq.
O’Melveny& Myers LLP
2 Embarcadero Center, 28
th Floor
San Francisco, CA 94111
415-984-8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 13, 2016

(Date of Event Which Requires the 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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. 034754101

 

 

1

Names of Reporting Persons
Vajra Fund III, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC (See Item 3)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

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
5,322,563

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
5,322,563

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,322,563

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14

Type of Reporting Person
CO

 

1



 

13D/A

CUSIP No. 034754101

 

 

1

Names of Reporting Persons
Vajra Asset Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC (See Item 3)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

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
5,322,563

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
5,322,563

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,322,563

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14

Type of Reporting Person
CO

 

2



 

13D/A

CUSIP No. 034754101

 

 

1

Names of Reporting Persons
Michael Brodsky

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC (See Item 3)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
5,322,563

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
5,322,563

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,322,563

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14

Type of Reporting Person
IN

 

3



 

13D/A

CUSIP No. 034754101

 

Explanatory Note

 

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 22, 2016, as amended on July 21, 2016 (together, the “Schedule 13D”), by Vajra Fund III, LLC, a Delaware limited liability company, Vajra Asset Management, LLC, a Delaware limited liability company and Michael Brodsky (together, collectively referred to herein as the “Reporting Persons”).  The Schedule 13D relates to the Common Stock, par value $0.001 of Angie’s List, Inc., a Delaware corporation (the “Issuer”).

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

On October 13, 2016, Vajra Fund III, LLC sent a letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”), supporting the resignation of each of Mr. John H. Chuang, former Chairman of the Board, and Mr. Steven M. Kapner, former member of the Board (as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 7, 2016) and the reduction in the size of the Board from 12 to 10 members.  Vajra Fund III, LLC had initially proposed the resignation of Messrs. Chuang and Kapner and the reduction in the size of the Board in a letter dated July 21, 2016 sent by Vajra Fund III, LLC to the Board.  Vajra Fund III, LLC also expressed support for the appointment of Mr. Thomas Evans as Chairman of the Board.

 

In addition, in the Letter Vajra Fund III, LLC asked that the Issuer eliminate the policy that allows Board members to pledge the Issuer’s securities as collateral to secure or guarantee indebtedness and the Issuer’s staggered board election policy.

 

A copy of the Letter is attached hereto as Exhibit 3 and is incorporated herein by reference.

 

Other than as discussed above, none of the Reporting Persons currently has any other plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.  However, as part of their ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.  The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer, to engage in any hedging or similar transaction with respect to the securities or to change their intention with respect to any or all of the matters referred to in this Item 4.

 

Item 7.                                                         Materials to be Filed as Exhibits.

 

Exhibit 1                                               Joint Filing Agreement dated as of February 22, 2016 (previously filed as an exhibit to the Schedule 13D filed on February 22, 2016).

 

Exhibit 2                                               Letter from Vajra Fund III, LLC to the Board of Directors of Angie’s List, Inc. dated July 21, 2016 (previously filed as an exhibit to Amendment No. 1 to the Schedule 13D filed on July 21, 2016).

 

Exhibit 3                                               Letter from Vajra Fund III, LLC to the Board of Directors of Angie’s List, Inc. dated October 13, 2016.

 

4



 

13D/A

CUSIP No. 034754101

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 13, 2016

 

VAJRA FUND III, LLC

 

By:

Vajra Asset Management, LLC, its manager

 

 

By:

/s/ Michael Brodsky

 

Name:

Michael Brodsky

 

Title:

Managing Member

 

 

 

 

VAJRA ASSET MANAGEMENT, LLC

 

 

 

 

By:

/s/ Michael Brodsky

 

Name:

Michael Brodsky

 

Title:

Managing Member

 

 

 

 

MICHAEL BRODSKY

 

 

 

 

/s/ Michael Brodsky

 

 

5