SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Spark Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

84651P100

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

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CUSIP No. 84651P100		13G/A		Page 2 of 8

 

1		NAME OF REPORTING PERSONS   North Run Capital, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0**
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0**
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0**
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%**
12		TYPE OF REPORTING PERSON*   IA, PN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

 

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CUSIP No. 84651P100		13G/A		Page 3 of 8

 

1		NAME OF REPORTING PERSONS   North Run Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0**
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0**
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0**
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%**
12		TYPE OF REPORTING PERSON*   HC, OO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

 

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CUSIP No. 84651P100		13G/A		Page 4 of 8

 

1		NAME OF REPORTING PERSONS   Todd B. Hammer
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0**
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0**
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0**
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%**
12		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

 

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CUSIP No. 84651P100		13G/A		Page 5 of 8

 

1		NAME OF REPORTING PERSONS   Thomas B. Ellis
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0**
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0**
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0**
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%**
12		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

 

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SCHEDULE 13G/A

This Amendment No. 2 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals of the Investment Manager and the sole members of North Run, the general partner of the Investment Manager. The Investment Manager is the investment manager of certain private pooled investment vehicles (collectively, the “Funds”). This Amendment relates to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Spark Networks, Inc., a Delaware corporation (the “Issuer”), held by the Funds.

 

Item 4

Ownership.

Item 4 of the Schedule 13G is hereby amended and restated to read as follows:

The Reporting Persons own 0 shares of Common Stock.

 

Item 5

Ownership of Five Percent or Less of a Class.

Item 5 of the Schedule 13G is hereby amended and restated to read as follows:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

 

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits		Exhibit 24-1
		Power of Attorney of Thomas B. Ellis, dated December 11, 2009.
		Exhibit 24-2
		Power of Attorney of Todd B. Hammer, dated December 11, 2009.

 

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SIGNATURE

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: February 10, 2017

 

				NORTH RUN CAPITAL, LP
				By:		North Run Advisors, LLC
						its general partner
						By:		*
								Name: Thomas B. Ellis
								Title: Member
						and
						By:		*
								Name: Todd B. Hammer
								Title: Member
				NORTH RUN ADVISORS, LLC
				By:		*
						Name: Thomas B. Ellis
						Title: Member
				and
				By:		*
						Name: Todd B. Hammer
						Title: Member
				*
				Thomas B. Ellis

 

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