- Amended Statement of Ownership (SC 13G/A)
10 Ottobre 2012 - 12:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.
__
7
__)
Physicians Formula
Holdings Inc.
(Name of
Issuer)
Common
Stock
(Title of Class of
Securities)
719427106
(CUSIP
Number)
September 30,
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:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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CUSIP No. 719427106
13G
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1.
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Name of Reporting
Person:
Diker GP, LLC
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I.R.S. Identification Nos. of
above persons (entities only):
37-1444083
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2.
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Check the Appropriate Box if
a Member of a Group:
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(a)
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x
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(b)
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o
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3.
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SEC Use
Only:
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4.
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Citizenship or Place of
Organization:
Delaware
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
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5.
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Sole Voting Power:
-0-
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6.
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Shared Voting Power:
853,136
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7.
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Sole Dispositive Power:
-0-
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8.
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Shared Dispositive Power:
853,136
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person: 853,136
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10.
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares:
o
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11.
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Percent of Class Represented
by Amount in Row (9): 6.22%
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12.
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Type of Reporting Person:
OO*
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*The Reporting Person, as defined below, is
affiliated with a Registered Investment Adviser but has elected to file
Schedule 13G nonetheless. As an affiliate of a Registered Investment
Adviser, the Reporting Person disclaims all beneficial ownership of these
shares, and in any case, disclaims beneficial ownership of these shares
except to the extent of the Reporting Person's pecuniary interest in the
shares.
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Page
2
CUSIP No. 719427106
13G
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1.
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Name of Reporting
Person:
Diker Management, LLC
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I.R.S. Identification Nos. of
above persons (entities only):
04-3616914
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2.
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Check the Appropriate Box if
a Member of a Group:
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(a)
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x
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(b)
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o
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3.
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SEC Use
Only:
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4.
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Citizenship or Place of
Organization: Delaware
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
853,136
|
|
7.
|
Sole Dispositive Power:
-0-
|
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8.
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Shared Dispositive Power:
853,136
|
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person: 853,136
|
|
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares:
o
|
|
|
11.
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Percent of Class Represented
by Amount in Row (9): 6.22%
|
|
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12.
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Type of Reporting Person:
IA*
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*The Reporting Person, as defined below, is
affiliated with a Registered Investment Adviser but has elected to file
Schedule 13G nonetheless. As an affiliate of a Registered Investment
Adviser, the Reporting Person disclaims all beneficial ownership of these
shares, and in any case, disclaims beneficial ownership of these shares
except to the extent of the Reporting Person's pecuniary interest in the
shares.
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Page
3
CUSIP No. 719427106
13G
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1.
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Name of Reporting
Person:
Charles M. Diker
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I.R.S. Identification Nos. of
above persons (entities only):
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2.
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Check the Appropriate Box if
a Member of a Group:
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(a)
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x
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(b)
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o
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3.
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SEC Use
Only:
|
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4.
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Citizenship or Place of
Organization: Delaware
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|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
|
5.
|
Sole Voting Power:
-0-
|
|
6.
|
Shared Voting Power:
853,136
|
|
7.
|
Sole Dispositive Power:
-0-
|
|
8.
|
Shared Dispositive Power:
853,136
|
|
|
9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person: 853,136
|
|
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class Represented
by Amount in Row (9): 6.22%
|
|
|
12.
|
Type of Reporting Person:
IN*
|
*The Reporting Person, as defined below, is
affiliated with a Registered Investment Adviser but has elected to file
Schedule 13G nonetheless. As an affiliate of a Registered Investment
Adviser, the Reporting Person disclaims all beneficial ownership of these
shares, and in any case, disclaims beneficial ownership of these shares
except to the extent of the Reporting Person's pecuniary interest in the
shares.
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Page
4
CUSIP No. 719427106
13G
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1.
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Name of Reporting
Person:
Mark N. Diker
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I.R.S. Identification Nos. of
above persons (entities only):
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2.
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Check the Appropriate Box if
a Member of a Group:
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(a)
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x
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(b)
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o
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3.
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SEC Use
Only:
|
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4.
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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:
853,136
|
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7.
|
Sole Dispositive Power:
-0-
|
|
8.
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Shared Dispositive Power:
853,136
|
|
|
9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person: 853,136
|
|
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares:
o
|
|
|
11.
|
Percent of Class Represented
by Amount in Row (9): 6.22%
|
|
|
12.
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Type of Reporting Person:
IN*
|
*The Reporting Person, as defined below, is
affiliated with a Registered Investment Adviser but has elected to file
Schedule 13G nonetheless. As an affiliate of a Registered Investment
Adviser, the Reporting Person disclaims all beneficial ownership of these
shares, and in any case, disclaims beneficial ownership of these shares
except to the extent of the Reporting Person's pecuniary interest in the
shares.
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Page 5
Item 1.
(a)
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Name of Issuer: Physicians
Formula Holdings Inc.
(the
"Company")
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(b)
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Address of Issuer's Principal
Executive Offices:
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The Company's
principal executive offices are located at 1055 West 8th Street, Azusa, CA
91702.
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Item 2.
(a)
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Name of Person Filing:
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This statement is filed by:
(i) Diker GP, LLC, a Delaware limited liability company
("Diker GP"), as the general partner to the Delaware limited partnership
the Diker Value Tech Fund, LP ("VT"), Diker Value Tech QP Fund, LP
("VTQP"), Diker Small Cap Fund, LP ("SC"), the Diker Small Cap QP Fund, LP
("SCQP") and Diker Micro Cap Fund LP ("MC") with respect to the Stock
directly owned by VT, VTQP, SC, SCQP, MC and (collectively, the "Diker
Funds");
(ii) Diker Management, LLC, a Delaware limited liability
company ("Diker Management"), as the investment manager of the Diker
Funds, with respect to the shares of Common Stock held by the Diker
Funds;
(iii) Charles M. Diker, a citizen of the United States,
and the managing member of each of Diker GP and Diker Management, with
respect to the shares of Common Stock subject to the control of Diker GP
and Diker Management; and
(iv) Mark N. Diker, a citizen of the United States, and
the managing member of each of Diker GP and Diker Management, with respect
to the shares of Common Stock subject to the control of Diker GP and Diker
Management.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any disclosures
herein with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate
party.
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(b)
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Address of Principal Business
office or, if none, Residence:
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The address of the business
office of each of the Reporting Persons is
730 Fifth Avenue, 15th
Floor, New York, NY 10019
.
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(c)
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Citizenship:
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Each of Diker GP
and Diker Management is a Delaware limited liability company. Each of
Charles M. Diker and Mark N. Diker is a United States citizen.
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(d)
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Title of Class of Securities:
Common Stock (the "Common
Stock").
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(e)
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CUSIP Number:
719427106
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Page
6
Item 3. If this statement is
filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person
filing is a:
(a)
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Broker or dealer
registered under Section 15 of the Act,
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(b)
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Bank as defined in
Section 3(a)(6) of the Act,
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(c)
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Insurance Company as
defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company
registered under Section 8 of the Investment Company Act of
1940,
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(e)
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Investment Adviser in
accordance with Rule 13d-1 (b)(1)(ii)(E),
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(f)
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Employee Benefit Plan
or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
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(g)
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Parent Holding Company
or control person in accordance with Rule 13d-1
(b)(1)(ii)(G),
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(h)
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Savings Association as
defined in Section 3(b) of the Federal Deposit Insurance
Act,
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(i)
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Church Plan that is
excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940,
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(j)
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Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
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If this statement is
filed pursuant to 13d-1(c), check this box:
x
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Item 4.
Ownership.
(a)
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Amount Beneficially Owned:
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A. Diker GP, LLC
-
(a) Amount beneficially
owned:
853,136
-
(b) Percent of class:
6.22% The percentages used herein and in the rest of Item 4 are
calculated based upon the 13,712,558 shares of Common Stock issued and
outstanding as of the date of the Company's most recent filing on form
10-Q.
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(c)(i) Sole power to vote
or direct the vote: -0-
-
(ii) Shared power to vote
or direct the vote:
853,136
-
(iii) Sole power to
dispose or direct the disposition: -0-
-
(iv) Shared power to
dispose or direct the disposition:
853,136
B. Diker Management, LLC
-
(a) Amount beneficially
owned: 853,136
-
(b) Percent of class:
6.22%
-
(c)(i) Sole power to vote
or direct the vote: -0-
-
(ii) Shared power to vote
or direct the vote: 853,136
-
(iii) Sole power to
dispose or direct the disposition: -0-
-
(iv) Shared power to dispose or direct the disposition:
853,136
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Page
7
Item 4. Ownership.
(continued)
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C. Charles M. Diker
-
(a) Amount beneficially
owned: 853,136
-
(b) Percent of class:
6.22%
-
(c)(i) Sole power to
vote or direct the vote: -0-
-
(ii) Shared power to
vote or direct the vote: 853,136
-
(iii) Sole power to
dispose or direct the disposition: -0-
-
(iv) Shared power to
dispose or direct the disposition: 853,136
D. Mark N. Diker
-
(a) Amount beneficially
owned: 853,136
-
(b) Percent of class:
6.22%
-
(c)(i) Sole power to
vote or direct the vote: -0-
-
(ii) Shared power to
vote or direct the vote: 853,136
-
(iii) Sole power to
dispose or direct the disposition: -0-
-
(iv) Shared power to
dispose or direct the disposition: 853,136
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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.
-
As the sole general partner of the Diker Funds, Diker GP, has the
power to vote and dispose of the shares of the Common Stock owned by the
Diker Funds and, accordingly, may be deemed the beneficial owner of such
shares. Pursuant to investment advisory agreements, Diker Management serves
as the investment manager of the Diker Funds. Accordingly, Diker Management
may be deemed the beneficial owner of shares held by the Diker Funds.
Charles M. Diker and Mark N. Diker are the managing members of each of Diker
GP and Diker Management, and in that capacity direct their operations.
Therefore, Charles M. Diker and Mark N. Diker may be beneficial owners of
shares beneficially owned by Diker GP and Diker Management. The Reporting
Persons disclaim all beneficial ownership, however, as affiliates of a
Registered Investment Adviser, and in any case disclaim beneficial ownership
except to the extent of their pecuniary interest in the shares. The
Reporting Persons have elected to file Schedule 13G
nonetheless.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company.
Not applicable.
Item 8. Identification and
Classification of Members of the Group.
See item 2.
Item 9. Notice of
Dissolution of Group.
Not applicable.
Page
8
Item 10. Certifications.
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.
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Date: October 9,
2012
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DIKER GP,
LLC
By: /s/ MARK N.
DIKER
Name: Mark N. Diker
Title:
Managing Member
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DIKER MANAGEMENT,
LLC
By: /s/ MARK N.
DIKER
Name: Mark N. Diker
Title:
Managing Member
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CHARLES M. DIKER
,
Individually
/s/ CHARLES M.
DIKER
Name: Charles M.
Diker
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MARK N.
DIKER
, Individually
/s/ MARK N.
DIKER
Name: Mark N.
Diker
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Page 9
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