eh1401026_13da1-ssi.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
(Amendment No. 1)*
 
ServiceSource International, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
      81763U100      
(CUSIP Number)
 
Toby E. Symonds
President
Altai Capital Management, L.P.
152 West 57th Street, 10th Floor
New York, New York  10019
212-201-5763

With a copy to:
Steven J. Williams
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York  10019
         212-373-3000      
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

           September 3, 2014          
(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 (“Act”) 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. 81763U100
 SCHEDULE 13D
Page 2 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Altai Capital Management, 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
 
AF
  
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
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,727,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,727,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,727,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.1%
  
14
TYPE OF REPORTING PERSON
 
IA, PN
  

 
 
 
 

 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 3 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Altai Capital Management, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
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
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,727,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,727,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,727,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.1%
  
14
TYPE OF REPORTING PERSON
 
HC, OO
  
 

 
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 4 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Rishi Bajaj
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
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
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,727,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,727,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,727,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.1%
  
14
TYPE OF REPORTING PERSON
 
HC, IN
  

 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 5 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Toby E. Symonds
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
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
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,727,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,727,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,727,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.1%
  
14
TYPE OF REPORTING PERSON
 
HC, IN
  
 

 
 
 
 

 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 6 of 11
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven V. Tesoriere
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
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
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,727,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,727,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,727,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.1%
  
14
TYPE OF REPORTING PERSON
 
HC, IN
  
 
 
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 7 of 11
 


 
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Act, the undersigned hereby amend the Schedule 13D originally filed on June 27, 2014 (the “Schedule 13D”), relating to the common stock, par value $0.0001 per share (the “Common Stock”), of ServiceSource International, Inc., a Delaware corporation (the “Company” or the “Issuer”).
 
This Amendment No. 1 to the Schedule 13D is being filed to report that a material change occurred in the percentage of shares of Common Stock beneficially owned by the Reporting Persons set forth in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

 
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 to read as follows:
 
“The Reporting Persons used approximately $57,124,760 (including brokerage commissions) in the aggregate to purchase the Common Stock for the account of ACMF.
 
The source of the funds used to acquire the Common Stock reported herein is the working capital available to ACMF and margin borrowings described in the following sentence. Such shares of Common Stock are held by ACMF in margin accounts, which may extend margin credit to ACMF from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.”
 
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 to read as follows:
 
“(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 11,727,000 shares of Common Stock held for the account of ACMF, constituting approximately 14.1% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 83,218,693 shares of Common Stock outstanding as of July 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed with the Securities and Exchange Commission on August 5, 2014.
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 8 of 11
 
 
(i)        Investment Manager:
 
 
(a)
As of the date hereof, Investment Manager may be deemed the beneficial owner of 11,727,000 shares of Common Stock.
 
 
Percentage: Approximately 14.1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 11,727,000 shares of Common Stock
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 11,727,000 shares of Common Stock
 
(ii)       IMGP:
 
 
(a)
As of the date hereof, IMGP may be deemed the beneficial owner of 11,727,000 shares of Common Stock.
 
 
Percentage: Approximately 14.1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 11,727,000 shares of Common Stock
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 11,727,000 shares of Common Stock
 
(iii)      Mr. Bajaj:
 
 
(a)
As of the date hereof, Mr. Bajaj may be deemed the beneficial owner of 11,727,000 shares of Common Stock.
 
 
Percentage: Approximately 14.1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 11,727,000 shares of Common Stock
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 11,727,000 shares of Common Stock
 
(iv)      Mr. Symonds:
 
 
(a)
As of the date hereof, Mr. Symonds may be deemed the beneficial owner of 11,727,000 shares of Common Stock.
 
 
Percentage: Approximately 14.1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 11,727,000 shares of Common Stock
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 11,727,000 shares of Common Stock
 
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 9 of 11
 
 
(v)       Mr. Tesoriere:
 
 
(a)
As of the date hereof, Mr. Tesoriere may be deemed the beneficial owner of 11,727,000 shares of Common Stock.
 
 
Percentage: Approximately 14.1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 11,727,000 shares of Common Stock
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 11,727,000 shares of Common Stock
 
(b) By virtue of its role as investment manager of ACMF, Investment Manager has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 11,727,000 shares of Common Stock beneficially owned by it and held for the account of ACMF. By virtue of its role as general partner of Investment Manager, IMGP is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which Investment Manager has voting power or dispositive power and held for the account of ACMF. By virtue of his role as managing principal of Investment Manager and member of IMGP, Mr. Bajaj is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which Investment Manager has voting power or dispositive power and held for the account of ACMF. By virtue of his role as president and managing principal of Investment Manager and member of IMGP, Mr. Symonds is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which Investment Manager has voting power or dispositive power and held for the account of ACMF. By virtue of his role as managing principal of Investment Manager and member of IMGP, Mr. Tesoriere is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which Investment Manager has voting power or dispositive power and held for the account of ACMF.
 
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule 1 hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
 
(d) ACMF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock covered by this Schedule 13D that may be deemed to be beneficially owned by the Reporting Persons.
 
       (e) Not applicable”
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 10 of 11
 
 
ITEM 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit A to this Schedule 13D and is incorporated by reference herein. Other than the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.
 
ITEM 7.  Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement
Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days
 
 
 
 
 
 
 
 
CUSIP No. 81763U100
 SCHEDULE 13D
Page 11 of 11

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 5, 2014
ALTAI CAPITAL MANAGEMENT, L.P.
  
 
    
By:
 /s/ Toby E. Symonds  
Name:
Toby E. Symonds
  
Title:
Authorized Signatory
  
     
     
ALTAI CAPITAL MANAGEMENT, LLC
  
 
    
By:
 /s/ Toby E. Symonds  
Name:
Toby E. Symonds
  
Title:
Authorized Signatory
  
     
     
/s/ Rishi Bajaj
  
Name:
Rishi Bajaj
  
 
    
     
/s/ Toby E. Symonds
  
Name:
Toby E. Symonds
  
     
     
/s/ Steven V. Tesoriere
  
Name:
Steven V. Tesoriere
  
     
 
 
 
 
 
 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of ServiceSource International, Inc. dated September 5, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
 
Dated:  September 5, 2014
 
ALTAI CAPITAL MANAGEMENT, L.P.
  
 
    
By:
 /s/ Toby E. Symonds  
Name:
Toby E. Symonds
  
Title:
Authorized Signatory
  
 
    
     
ALTAI CAPITAL MANAGEMENT, LLC
  
 
    
By:
 /s/ Toby E. Symonds  
Name:
Toby E. Symonds
  
Title:
Authorized Signatory
  
     
     
/s/ Rishi Bajaj
  
Name:
Rishi Bajaj
  
 
    
     
/s/ Toby E. Symonds
  
Name:
Toby E. Symonds
  
     
     
/s/ Steven V. Tesoriere
  
Name:
Steven V. Tesoriere
  
   
 
 
 
 
 
 
 
SCHEDULE 1
 
Transactions of the Reporting Persons Effected
During the Past 60 Days

The following transactions were effected during the past sixty (60) days:

 
Person
 
Date
 
Security
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl. commissions)
ACMF
9/03/2014
Common
3,500,000
4.25
         

All of the above transactions were effected on the open market.