SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ARI NETWORK SERVICES, INC.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

001930205

(CUSIP Number)

 

Michael J. Fox

Park City Capital, LLC

200 Crescent Court, Suite 1575

Dallas, Texas 75201

(214) 855-0800

 

With a Copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 14, 2015

(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 o.

 

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 the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 001930205 13D Page 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

 

PARK CITY CAPITAL OFFSHORE MASTER, LTD.

 
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 ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7 SOLE VOTING POWER

0
  8

SHARED VOTING POWER

1,000,000

  9

SOLE DISPOSITIVE POWER

0

 10

SHARED DISPOSITIVE POWER

1,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,000,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.9%

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

 

CUSIP No. 001930205 13D Page 3 of 6 Pages

 

1

NAME OF REPORTING PERSON

 

PARK CITY CAPITAL, 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 ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7 SOLE VOTING POWER
       
0
  8

SHARED VOTING POWER

1,000,000

  9 SOLE DISPOSITIVE POWER           

0
 10

SHARED DISPOSITIVE POWER

1,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,000,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.9%

 
14

TYPE OF REPORTING PERSON

 

IA

 

 

 

 

 

CUSIP No. 001930205 13D Page 4 of 6 Pages

 

1

NAME OF REPORTING PERSON

 


MICHAEL J. FOX

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

PF; OO

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION


USA

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7 SOLE VOTING

0
  8

SHARED VOTING POWER

1,000,000

  9 SOLE DISPOSITIVE POWER

0
 10 SHARED DISPOSITIVE POWER        

1,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,000,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.9%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

 

CUSIP No. 001930205 13D Page 5 of 6 Pages

 

 

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2014 (the “Schedule 13D” or this “Statement”), with respect to to the Common Stock, par value $.001 per share (the “Common Stock”), of ARI Network Services, Inc., a Wisconsin corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

 

On September 14, 2015, Park City Capital, LLC sent a letter to the Company, which is attached as Exhibit 99.1 hereto.

 

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,000,000 shares of Common Stock, which represents approximately 5.9% of the Company’s outstanding shares of Common Stock. The Master Fund directly holds, and has the shared power to direct the voting and disposition of, the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement.

 

The percentage ownership of shares of Common Stock set forth in this Statement is based on 16,909,055 shares of Common Stock issued and outstanding as of June 9, 2015, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.

 

Item 7. Material to Be Filed as Exhibits.

 

The following documents are filed as exhibits:

 

99.1Letter, dated September 14, 2015, to ARI Network Services, Inc. from Park City.

 

 

 

 

 

CUSIP No. 001930205 13D Page 6 of 6 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of the Company.

 

Dated: September 14, 2015

 

PARK CITY CAPITAL OFFSHORE MASTER, LTD.   PARK CITY CAPITAL, LLC
         
By: /s/ Michael J. Fox   By: /s/ Michael J. Fox
  Michael J. Fox,     Michael J. Fox,
  Director     Manager
         
      MICHAEL J. FOX
       
      By: /s/ Michael J. Fox
        Michael J. Fox