UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

BLOCKBUSTER INC.

(Name of Issuer)


Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)


093679 20 7

(CUSIP Number)

 

Suzanne Present
Marlin Sams Fund, L.P.
645 Fifth Avenue
New York, New York 10022
(212) 843-0542

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

 

March 4, 2009

(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. 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 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. 093679 20 7

13D

Page 2 of 14 Pages

 

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

MARLIN SAMS FUND, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

PN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 3 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

WILLIAM M. SAMS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
2,156,082

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
2,156,082

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,156,082

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 4 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

SUZANNE PRESENT

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 5 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

MARLIN SAMS GENPAR, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 6 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

GLADWYNE MARLIN GENPAR, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 7 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

MICHAEL SOLOMON

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 8 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

CANDICE McCURDY

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
250,000

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
250,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

250,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 9 of 14 Pages

 

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

CHAD McCURDY

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
250,000

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
250,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

250,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 10 of 14 Pages

 

 

This Amendment No. 3 to Schedule 13D is filed by Marlin Sams Fund, L.P., a Delaware limited partnership (the “Fund”), Marlin Sams GenPar, LLC, a Delaware limited liability company and the general partner of the Fund (the “General Partner”), William M. Sams, a member of the General Partner (“Sams”), Gladwyne Marlin GenPar, LLC, a Delaware limited liability company and a member of the General Partner (“Gladwyne”), Suzanne Present, a member of Gladwyne, Michael Solomon, a member of Gladwyne, Candice McCurdy, Sams’ daughter, and Chad McCurdy, Candice McCurdy’s husband (together, the “Reporting Persons”), to amend and supplement the Schedule 13D, dated October 16, 2008, as amended by Amendment No. 1, dated November 6, 2008, as amended by Amendment No. 2, dated December 22, 2008, with respect to the Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), of Blockbuster Inc., a Delaware corporation (the “Company”).

 

Item 1.  Security and Issuer.

 

No material change.

 

Item 2.  Identity and Background.

No material change.

Item 3.  Source and Amount of Funds or Other Consideration.

This Item 3 is hereby amended and restated in its entirety as follows:

An aggregate of 2,406,082 shares of Class B Common Stock were purchased by the Reporting Persons for an aggregate purchase price of $1,528,764.68. Such shares were purchased using cash on hand.

Item 4.     Purpose of Transaction.

No material change.

Item 5.     Interest in Securities of the Issuer.

This Item 5 is hereby amended and restated in its entirety as follows:

 

(a)

The aggregate percentage of shares of Class B Common Stock reported as owned by each Reporting Person is based upon 72,000,000 shares of Class B Common Stock outstanding as of November 7, 2008, which is the total number of shares of Class B Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2008. Based on calculations made in accordance with Rule 13d-3(d), (i) the Fund, the General Partner, Gladwyne, Suzanne Present and Michael Solomon may be deemed to beneficially own no shares of Class B Common Stock, approximately 0% of the outstanding shares of Class B Common Stock; (ii) Sams may

 

 

 

CUSIP No. 093679 20 7

13D

Page 11 of 14 Pages

 

 

be deemed to beneficially own 2,156,082 shares of Class B Common Stock, approximately 3.0% of the outstanding shares of Class B Common Stock; and (iii) Candice McCurdy and Chad McCurdy may be deemed to beneficially own 250,000 shares of Class B Common Stock, approximately 0.3% of the outstanding shares of Class B Common Stock.

 

(b)

 

(i)                    Each of the Fund, the General Partner, Gladwyne, Suzanne Present and Michael Solomon does not beneficially own any shares of Class B Common Stock.

(ii)                   Sams may be deemed to have the sole power to direct the voting and disposition of 2,156,082 shares of Class B Common Stock that are directly owned by him.

(iii)                  By virtue of the relationship between and among the Reporting Persons described herein, Candice McCurdy and Chad McCurdy may be deemed to share the power to direct the voting and disposition of 250,000 shares of Class B Common Stock held in a joint account.

 

(c)

Except as set forth in this Item 5(c), Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in shares of Class B Common Stock during the past 60 days. The dates upon which the Class B Common Stock was purchased or sold, the number of shares of Class B Common Stock purchased or sold and the price per share for all transactions in the shares of Class B Common Stock in the past 60 days by Reporting Persons are set forth on the table below:

Marlin Sams Fund, L.P.

Trade Date

Class B Common Stock

Price Per Share

03/04/2009

(2,892,360)

$0.2122
03/05/2009

   (567,640)

 $0.2296

 

William M. Sams

Trade Date

Class B Common Stock

Price Per Share
03/05/09

  (843,918)

$0.1980

 

 

 

 

 

CUSIP No. 093679 20 7

13D

Page 12 of 14 Pages

 

 

 

(d)

No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class B Common Stock of the Company owned by any member of the group.

 

(e)

On March 4, 2009, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Class B Common Stock.

 

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Not applicable.

Item 7.      Materials to be Filed as Exhibits.

Exhibit 1:

Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

 

 

 

 

CUSIP 83616W101

Page 13 of 14 Pages

SCHEDULE 13D

 

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.

Dated: March 6, 2009

 

 

 

MARLIN SAMS FUND, L.P.

 

 


 

By:

Marlin Sams Genpar, LLC
Its general partner

 

 


 

By:

Gladwyne Marlin GenPar, LLC
A managing member

 

By: 


/s/ Suzanne Present

 

 

 

Name:  Suzanne Present
Title:    A Managing Member

 

 

 

 

MARLIN SAMS GENPAR, LLC

 

 

 

 

By:

Gladwyne Marlin GenPar, LLC
A managing member

 

By: 


/s/ Suzanne Present

 

 

 

Name:  Suzanne Present
Title:    A Managing Member

 

 

 

 

WILLIAM M. SAMS

 

 


/s/ William M. Sams

 

 

 

 

 

 

 

 

GLADWYNE MARLIN GENPAR, LLC

 

By: 



/s/ Suzanne Present

 

 

 

Name:  Suzanne Present
Title:    A Managing Member

 

 

CUSIP No. 093679 20 7

13D

Page 14 of 14 Pages

 

 

 

 

SUZANNE PRESENT

 

 


/s/ Suzanne Present

 

 

 

 

 

 

 

 

MICHAEL SOLOMON

 

 


/s/ Michael Solomon

 

 

 

 

 

 

 

 

CANDICE MCCURDY

 

 


/s/ Candice McCurdy

 

 

 

 

 

 

 

 

CHAD MCCURDY

 

 


/s/ Chad McCurdy