CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 2 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital Master, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,100,000
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
2,100,000
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 3 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital Partners (A), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
2,100,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,100,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 4 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital Partners (B), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
2,100,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,100,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 5 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Partners (C) (Master), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,100,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,100,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 6 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital GenPar, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,100,000
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
2,100,000
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 7 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
2,100,000
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
2,100,000
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 8 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sageview Capital MGP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
2,100,000
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
2,100,000
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 9 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward A. Gilhuly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
|
6
|
SHARED VOTING POWER
2,100,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,100,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 10 of 20
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott M. Stuart
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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
|
6
|
SHARED VOTING POWER
2,100,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,100,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 11 of 20
|
Item 1.
|
(a)
|
Name of Issuer | |
Envivio, Inc., a Delaware corporation (the “Issuer”)
|
|||
(b) | Address of Issuer’s Principal Executive Offices | ||
400 Oyster Point Boulevard, Suite 325
South San Francisco, CA 94080
|
|||
Item 2.
|
(a)
|
Name of Person Filing | |
This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
|||
|
(i) |
Sageview Capital Master, L.P. (“Sageview Master”);
|
|
|
(ii) |
Sageview Capital Partners (A), L.P. (“Sageview (A)”);
|
|
|
(iii) |
Sageview Capital Partners (B), L.P. (“Sageview (B)”);
|
|
|
(iv) |
Sageview Partners (C) (Master), L.P. (“Sageview (C)”);
|
|
|
(v) |
Sageview Capital GenPar, Ltd. (“Sageview GenPar Ltd.”);
|
|
|
(vi) |
Sageview Capital GenPar, L.P. (“Sageview GenPar”);
|
|
|
(vii) |
Sageview Capital MGP, LLC (“Sageview MGP”);
|
|
|
(viii) |
Edward A. Gilhuly; and
|
|
|
(ix) |
Scott M. Stuart.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence; (c) Citizenship | ||
(i) Sageview Master is a Cayman Islands exempted limited partnership formed in order to engage in the acquiring, holding and disposing of investments in various companies. The principal business office of Sageview Master is 55 Railroad Avenue, Greenwich, Connecticut 06830. | |||
(ii) Sageview (A), Sageview (B) and Sageview (C) (collectively, the “Shareholders”) are collectively the holders of 100% of the limited partner interest in Sageview Master. Sageview (A) and Sageview (B) are Delaware limited partnerships and Sageview (C) is a Cayman Islands exempted limited partnership. The principal business office of each of the Shareholders is 55 Railroad Avenue, Greenwich, Connecticut 06830. |
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 12 of 20
|
(iii) Sageview GenPar Ltd. is a Cayman Islands exempted limited partnership formed to act as the general partner of Sageview Master and each of the Shareholders. The principal business office of Sageview GenPar Ltd. is 55 Railroad Avenue, Greenwich, Connecticut 06830. | |||
(iv) Sageview GenPar is a Delaware limited partnership formed to be the sole owner of Sageview GenPar Ltd. The principal business office of Sageview GenPar is 55 Railroad Avenue, Greenwich, Connecticut 06830. Sageview MGP is the general partner of Sageview GenPar. | |||
(v) Sageview MGP is a Delaware limited liability company formed to act as the general partner of Sageview GenPar. The principal business office of Sageview MGP is 55 Railroad Avenue, Greenwich, Connecticut 06830. The managing members and controlling persons of Sageview MGP are Scott M. Stuart and Edward A. Gilhuly. | |||
(vi) Mr. Gilhuly is a managing member and controlling person of Sageview MGP. Mr. Gilhuly is a United States citizen whose business address is c/o Sageview Capital LP, 245 Lytton Ave, Suite 250, Palo Alto, California 94301. Mr. Gilhuly’s principal occupation is to act as Co-President of Sageview Management, LLC. | |||
(vii) Mr. Stuart is a managing member and controlling person of Sageview MGP. Mr. Stuart is a United States citizen whose business address is 55 Railroad Avenue, Greenwich, Connecticut, 06830. Mr. Stuart’s principal occupation is to act as Co-President of Sageview Management, LLC. | |||
(viii) As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of common stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the common stock referred to herein for purposes of Section 13(g) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | |||
(d)
|
Title of Class of Securities
|
||
Common stock, par value $0.001 per share (the “Shares”)
|
|||
(e)
|
CUSIP Number
|
||
29413T1060
|
|||
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
||
Not applicable.
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 13 of 20
|
Item 4.
|
Ownership
|
||
All ownership percentages set forth herein assume that there are 26,925,279 Shares outstanding, representing the total number of Shares reported in the Quarterly Report of the Issuer filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on December 12, 2012. | |||
(a)
|
Amount Beneficially Owned
|
||
See row 9 of cover page of each reporting person
|
|||
(b)
|
Percent of Class
|
||
See row 11 of cover page of each reporting person
|
|||
(c)
|
Number of Shares as to which such person has
|
||
(i)
|
sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
|
||
(ii)
|
shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person
|
||
(iii)
|
sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
|
||
(iv)
|
shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person
|
||
Item 5.
|
Ownership of Five Percent or Less of a Class
|
||
Not applicable.
|
|||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
||
Not applicable.
|
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 14 of 20
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
||
Not applicable.
|
|||
Item 8.
|
Identification and Classification of Members of the Group
|
||
Not applicable.
|
|||
Item 9.
|
Notice of Dissolution of Group
|
||
Not applicable.
|
|||
Item 10.
|
Certifications
|
||
Not applicable.
|
|||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 15 of 20
|
SAGEVIEW CAPITAL MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL PARTNERS (A), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL PARTNERS (B), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 16 of 20
|
SAGEVIEW PARTNERS (C) (MASTER), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL GENPAR, LTD.
|
|||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL GENPAR, L.P.
|
|||
By:
|
Sageview Capital MGP, LLC, its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Co-President | |||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 17 of 20
|
SAGEVIEW CAPITAL MGP, LLC
|
|||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Co-President | |||
/s/ Edward A. Gilhuly | |||
EDWARD A. GILHULY | |||
/s/ Scott M. Stuart | |||
SCOTT M. STUART | |||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 18 of 20
|
SAGEVIEW CAPITAL MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL PARTNERS (A), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL PARTNERS (B), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 19 of 20
|
SAGEVIEW PARTNERS (C) (MASTER), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd., its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL GENPAR, LTD.
|
|||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Director | |||
SAGEVIEW CAPITAL GENPAR, L.P.
|
|||
By:
|
Sageview Capital MGP, LLC, its General Partner | ||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Co-President | |||
CUSIP No. 29413T1060
|
SCHEDULE 13G |
Page 20 of 20
|
SAGEVIEW CAPITAL MGP, LLC
|
|||
|
By:
|
/s/ Edward A. Gilhuly | |
Name: Edward A. Gilhuly | |||
Title: Co-President | |||
/s/ Edward A. Gilhuly | |||
EDWARD A. GILHULY | |||
/s/ Scott M. Stuart | |||
SCOTT M. STUART | |||