sems_sc13ga1-020712.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934
 
 
 
Selectica, Inc.

(Name of Issuer)
 
 
Common Stock

(Title of Class of Securities)
 
 
816288104

(CUSIP Number)
 
 
February 7, 2012

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
oRule 13d-l(b)
xRule 13d-l(c)
oRule 13d-l(d)
 
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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. 
 816288104
           
 
 
 
 
 
 
 
 
 
 
1
 
 
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
Sems Capital, LLC
IRS No. 33-1073947
 
       
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
   
(a)  o
 
   
(b)  o
 
 
 
 
 
3
 
SEC USE ONLY
 
       
       
 
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
   
 Delaware, United States of America
 
       
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 
 
5
 
SOLE VOTING POWER
   
 0 shares
     
 
 
 
6
 
SHARED VOTING POWER
   
96,393 shares of common stock
     
 
 
 
7
 
SOLE DISPOSITIVE POWER
   
 0 shares
     
 
 
 
8
 
SHARED DISPOSITIVE POWER
   
 96,393 shares of common stock
     
 
 
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   
  96,393 shares of common stock
 
       
 
 
 
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
      o  
       
 
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
   
3.52%
 
       
 
 
 
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
   
 HC; OO (Limited Liability Company)
 
       
 
 
 
 

 
 
 
CUSIP No. 
 816288104
           
 
             
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
Lloyd Sems
 
       
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
   
(a) o
 
   
(b) o
 
       
 
 
 
 
3
 
SEC USE ONLY
 
       
       
 
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
   
 United States of America
 
       
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 
 
5
 
SOLE VOTING POWER
   
 81,066 shares of common stock
     
 
 
 
6
 
SHARED VOTING POWER
   
 96,393 shares of common stock
     
 
 
 
7
 
SOLE DISPOSITIVE POWER
   
 81,066 shares of common stock
     
 
 
 
8
 
SHARED DISPOSITIVE POWER
   
 96,393 shares of common stock
     
 
 
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   
  177,459 shares of common stock
 
       
 
 
 
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
      o  
       
 
 
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
       
   
6.48%
 
       
 
 
 
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
   
 IN; HC
 
       
 
 
 
 

 
 
Item 1. (a) Name of Issuer:
Selectica, Inc.
 
(b) Address of Issuer’s Principal Executive Offices:
2121 South El Camino Real, San Mateo, CA 94403
 
Item 2. (a) Name of Person Filing:
This Schedule 13G is being filed by (i) Sems Capital, LLC; and (ii) Lloyd Sems
 
(b) Address of Principal Business Office or, if none, Residence:
(i) and (ii)
7 Dey Street, Suite 301
New York, NY 10007
 
(c) Citizenship:
(i)  Delaware
(ii)  U.S.
 
(d) Title of Class of Securities:
Common Stock
 
(e) CUSIP:
816288104
 
Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)oBroker or dealer registered under section 15 of the Act;
 
(b)oBank as defined in section 3(a)(6) of the Act;
 
(c)oInsurance company as defined in section 3(a)(19) of the Act;
 
(d)oInvestment company registered under section 8 of the Investment Company Act of 1940;
 
(e)oAn investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E);
 
(f)oAn employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F);
 
(g)oA parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G);
 
(h)oA savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
 
 

 
 
Item 4. Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

ATV Entity
Shares Held
Directly
Sole Voting
Power
Shared
Voting
Power
Sole
Dispositive
Power
Shared
Dispositive
Power
Beneficial
Ownership
Percentage
of Class
Sems Capital, LLC
0
0
96,393
0
96,393
96,393
3.52%
               
Lloyd Sems
81,066
81,066
96,393
81,066
96,393
177,459
6.48%
 
Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  .
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
See Exhibit A attached hereto.
 
Item 8. Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9. Notice of Dissolution of Group
 
Not applicable.
 
Item 10. Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
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
 
February 14, 2012
 
SEMS CAPITAL, LLC
 
       
 
By:
/s/ Lloyd Sems     
  Name:
Lloyd Sems
 
  Title: 
Managing Member
 
       
  /s/ Lloyd Sems   
  LLOYD SEMS  
 
 
 

 
 
Index Exhibit
SCHEDULE 13G

Exhibit Number
 
Exhibit Description
     
A
 
Identification of entities which acquired the shares which are the subject of this report on Schedule 13G.
B
 
Joint Filing Agreement dated February 14, 2012 between Sems Capital, LLC and Lloyd Sems.