SCHEDULE 13D/A (Amendment No. 4)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

CARBONITE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

141337105

(CUSIP Number)

R. Scott Turicchi

President and Chief Financial Officer

j2 Global, Inc.

6922 Hollywood Blvd., Suite 500

Los Angeles, California 90028

(323) 860-9200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2015

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

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).

Continued on following page(s)

Page 1 of 4 Pages

 

 

 


Page 2 of 4

 

 

  1 

Names of Reporting Persons

 

j2 Global, Inc.

  2

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3

SEC Use Only

 

  4

Source of Funds (See Instructions)

 

WC

  5

Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

  7 

Sole Voting Power

 

2,539,920

  8

Shared Voting Power

 

0

  9

Sole Dispositive Power

 

2,539,920

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,539,920

12

Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13

Percent of Class Represented By Amount in Row (11)

 

9.32%

14

Type of Reporting Person (See Instructions)

 

CO

 


Page 3 of 4

 

Item 1. Security and Issuer.

This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D filed by j2 Global, Inc., a Delaware corporation (the “Reporting Person”), with the Securities and Exchange Commission on November 5, 2012, as amended (the “Statement”), related to the Common Stock, par value $0.01 per share (the “Shares”), of Carbonite, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is Two Avenue de Lafayette, Boston, Massachusetts 02111.

Unless specifically amended or modified hereby, the disclosures set forth in the Statement remain unchanged.

 

Item 4. Purpose of Transaction.

Item 4 of the Statement is amended and supplemented as follows:

Following completion of its due diligence, on April 1, 2015, the Reporting Person communicated to the Issuer’s financial advisor that it was prepared, if the Issuer were interested, to enter into discussions with respect to an acquisition by the Reporting Person of the Issuer’s endpoint business. The Reporting Person further communicated to the Issuer’s financial advisor that the Reporting Person did not believe that the Issuer’s additional businesses were consistent with the Reporting Person’s strategic plan and would be difficult to integrate with the Reporting Person’s existing operations. Additionally, the Reporting Person intends to withdraw its nominees with respect to the election of directors at the Issuer’s upcoming Annual Meeting of Stockholders. The Reporting Person continues to believe that the Issuer should seek a value maximizing transaction.


Page 4 of 4

 

 

SIGNATURES

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

 

Date: April 2, 2015 j2 GLOBAL, INC.
By:

/s/ R. Scott Turicchi

Name: R. Scott Turicchi
Title: President and Chief Financial Officer