Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. —)*
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Robert
S. Hart, Esq.
5424 Deloache Avenue
Dallas, Texas 75220
(214) 378-5301
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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. þ
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).
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NAMES OF REPORTING PERSONS
Mark Cuban |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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972,900 |
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| SHARES |
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SHARED VOTING POWER |
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0 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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972,900 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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972,900 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Based on 11,221,873 shares of common stock of the issuer outstanding on August 1, 2011.
Page 2 of 5 Pages
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Security and Issuer |
This statement relates to the Common Stock, par value $0.001 per share (the “Common Stock”), issued
by Rentrak Corporation (the “Issuer”). The address of the principal executive offices of the Issuer
is 7700 NE Ambassador Place, Portland, Oregon 97220.
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Identity and Background |
(A) Mark Cuban
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5424 Deloache Avenue
Dallas, TX 75220 |
(C) Mr. Cuban is a private business owner and investor.
(D) During the last five years, Mr. Cuban has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(E) During the last five years, Mr. Cuban has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction that resulted in him being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(F) Mr. Cuban is a citizen of the U.S.A.
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Source and Amount of Funds or Other Consideration |
Through a personal investment account, the shares of Common Stock were purchased for an aggregate
purchase price of $9,268,864 using personal funds of Mr. Cuban.
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Purpose of Transaction |
Mr. Cuban acquired the shares of Common Stock for investment purposes. Mr. Cuban intends to assess
his investment in the Issuer from time to time on the basis of various factors, including, without
limitation, the Issuer’s business, financial condition, results of operations and prospects,
general economic, market and industry conditions, including the market price of the Common Stock,
as well as other developments and other investment opportunities.
Depending upon the foregoing factors or any other factors deemed relevant by Mr. Cuban, he may
acquire additional shares of Common Stock in open market transactions, privately negotiated
transactions or otherwise. He may also determine to dispose of all or part of the shares of Common
Stock in open market transactions, privately negotiated transactions or otherwise. Any acquisition
or disposition may be effected by Mr. Cuban at any time without prior notice.
Page 3 of 5 Pages
Depending upon a variety of factors, including the foregoing. Mr. Cuban may from time to time and
at any time, in his sole discretion, consider, formulate and implement various plans or proposals
intended to enhance the value of his current or future investment in the Issuer, enhance
shareholder value or enhance the value of the Issuer’s assets, or that may involve other
extraordinary matters relating to the Issuer, including, among other things, proposing or effecting
any transaction or matter that would constitute or result in any of the transactions, matters or
effects enumerated in Item 4(a)-(j) of Schedule 13D.
The information set forth in this Item 4 is subject to change from time to time and at any time,
and there can be no assurances that Mr. Cuban will or will not take, or cause to be taken, any of
the actions described above or any similar actions. Except as described herein, Mr. Cuban does not
have any present plans or proposals that would result in, or relate to, any of the matters set
forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Interest in Securities of the Issuer |
(A) All percentages set forth in this statement are based on 11,221,873 shares of Common Stock
reported in the Issuer’s Quarterly Report filed with the Securities and Exchange Commission on
August 9, 2011. As of the date of the filing of this Schedule 13D, Mr. Cuban is the beneficial
owner of 972,900 shares of Common Stock, which represents approximately 8.7% of the shares of
Common Stock outstanding.
(B) Mr. Cuban has the sole power to vote or to direct the vote and the sole power to dispose or to
direct the disposition of 972,900 shares of Common Stock.
(C) The following table discloses the transactions in shares of Common Stock during the past 60
days by Mr. Cuban:
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| Date |
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Type of Transaction |
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Number of Shares |
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Price per share |
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8/19/2011 |
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Open Market |
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35,600 |
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$ |
11.5752 |
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8/22/2011 |
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Open Market |
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51,668 |
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$ |
11.5606 |
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8/22/2011 |
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Private Transaction |
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120,000 |
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$ |
11.52 |
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(D) Not applicable.
(E) Not applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
Not Applicable.
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| Item 7. |
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Material to Be Filed as Exhibits |
Not Applicable.
Page 4 of 5 Pages
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.
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| Date: September 22, 2011 |
/s/ Mark Cuban
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Mark Cuban |
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Page 5 of 5 Pages