UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AVG Technologies N.V.
(Name of Issuer)
Ordinary Shares, ? 0.01 par value
(Title of Class of Securities)
N07831105
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds Ford, PA 19317
(610)558-2800
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 3, 2016
(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 ?240.13d-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 theAct but shall be subject to all other provisions of the Act (however,
see the Notes).
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, L.P.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
0
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
0
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
0
14.??Type of Reporting Person
IA
1.??Names of Reporting Persons.
?Gardner Lewis Asset Management, Inc.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check 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
0
8.??Shared Voting Power
0
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
0
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
0
14.??Type of Reporting Person
CO
1.??Names of Reporting Persons.
?Gardner Lewis Merger Arbitrage Fund, L.P.
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
WC
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
0
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
0
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
0
14.??Type of Reporting Person
PN
1.??Names of Reporting Persons.
?Gardner Lewis Partner, LLC
2.??Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3.??SEC Use Only
4.??Source of Funds
OO
5.??Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
?
6.??Citizenship or Place of Organization
Pennsylvania
???Number of Shares
???Beneficially
???Owned by
???Each Reporting
???Person With:
?
?
7.??Sole Voting Power
0
8.??Shared Voting Power
0
9.??Sole Dispositive Power
0
10.??Shared Dispositive Power
0
11.??Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.??Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13.??Percent of Class Represented by Amount in Row (11)
0
14.??Type of Reporting Person
OO
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 (this ?Amendment?) relates to the Statement
of Beneficial Ownership on Schedule 13D filed with respect to the
ordinary shares, ?0.01 par value (the ?Shares?), of AVG Technologies
N.V. (the ?Issuer) which was originally filed on August 29, 2016, as
amended on September 19, 2016 (this ?Schedule 13D?). Unless otherwise
indicated, all capitalized terms used herein but not defined herein shall
have the same meanings as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item?4 of this Schedule 13D is amended and supplemented by the
addition of the following:
Pursuant to the Offer to Purchase, dated August 29, 2016, from Avast
Software B.V., a private company with limited liability organized under
the laws of The Netherlands (the ?Purchaser?), to purchase all of the
outstanding ordinary shares, par value ?0.01 per share of AVG
Technologies N.V (the ?Tender Offer?), on July 29, 2016, the Reporting
Persons tendered all of the shares of Common Stock beneficially owned
by them as reported on this Schedule 13D and such shares were excepted
by the Purchaser on October 3, 2016.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of this Schedule 13D is amend and supplemented as follows:
(a) As a result of the Tender Offer, the Reporting Persons no longer
have any beneficial ownership in the Common Stock.
(c) The disclosure contained in Item?4 of this Amendment No.?3 is
incorporated herein by reference.
(d) The Reporting Persons ceased to be beneficial owners of 5% or more
of the Issuer's Common Stock on October 3, 2016.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other reporting persons in the Schedule 13D referred
to below on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Ordinary Shares, par
value ?0.01 per share, of AVG Technologies N.V. and that this Agreement
be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the Agreement
this 6th day of October, 2016.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: October 6, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Page 9 of 9
CUSIP No. N07831105