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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
25388B 10 4 |
1 | NAMES OF REPORTING PERSONS: JOEL A. RONNING |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 2,132,885(1) | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 2,132,885(1) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,132,885(1) | |||||
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): | ||||
5.86% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
(1) | Includes 1,192,082 shares the reporting person has the right to acquire pursuant to options exercisable within 60 days of December 31, 2005. |
Item 1 |
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(a) | Name of Issuer: | |||
Digital River, Inc. | ||||
(b) | Address of Issuers Principal Executive Offices: | |||
9625 W. 76th Street, Suite 150, Eden Prairie, MN 55344 | ||||
Item 2 |
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(a) | Name of Person Filing: | |||
Joel A. Ronning | ||||
(b) | Address of Principal Business Office or, if none, Residence: | |||
Digital River, Inc., 9625 W. 76th Street, Suite 150, Eden Prairie, MN 55344 | ||||
(c) | Citizenship: | |||
United States | ||||
(d) | Title of Class of Securities: | |||
Common Stock | ||||
(e) | CUSIP Number: | |||
25388B 10 4 | ||||
(a)
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o | Broker or dealer registered under Section 15 of the Exchange Act; | ||
(b)
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o | Bank as defined in section 3(a)(6) of the Exchange Act; | ||
(c)
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o | Insurance company as defined in section 3(a)(19) of the Exchange Act; | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940; | ||
(e)
|
o | An investment adviser in accordance with Rule 13-d(1)(b)(1)(ii)(E); | ||
(f)
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o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
(g)
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o | A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G); | ||
(h)
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o | A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
(i)
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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)
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o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(a) | Amount beneficially owned: | |||||
2,132,885* | ||||||
(b) | Percent of class: | |||||
5.86% | ||||||
(c) | Number of shares as to which such person has: | |||||
(i) | Sole power to vote or to direct the vote | 2,132,885* | ||||
(ii) | Shared power to vote or to direct the vote | 0 | ||||
(iii) | Sole power to dispose or to direct the disposition of | 2,132,885* | ||||
(iv) | Shared power to dispose or to direct the disposition of | 0 | ||||
Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). |
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(a) | The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
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(b) | The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c): 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. |
* | Includes 1,192,082 shares the reporting person has the right to acquire pursuant to options exercisable within 60 days of December 31, 2005. |
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February 7, 2006 | ||
Date | ||
/s/ Joel A. Ronning | ||
Signature | ||
Joel A. Ronning | ||
Name/Title |
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