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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/13/08 Christianson Tony SC 13G 1:177K Titan Machinery Inc. Merrill Corp-MD/FA Adam Smith Activist Fund, LLC Adam Smith Growth Partners, LP Cherry Tree Companies, LLC Titan Income Holdings, LLP |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 114K
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Titan Machinery Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
(CUSIP Number)
(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 |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(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).
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CUSIP No. 88830R101 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box
if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 88830R101 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box
if a Member of a Group (See Instructions) |
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(a) |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 88830R101 |
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1. |
Names of Reporting Persons |
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2. |
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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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 88830R101 |
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1. |
Names of Reporting Persons |
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2. |
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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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 88830R101 |
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1. |
Names of Reporting Persons |
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2. |
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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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer’s
Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing (i) Tony J. Christianson, an individual (“Christianson”), with respect to the warrants for common stock directly owned by him and the common stock beneficially owned by him. Mr. Christianson is Chairman of Adam Smith Companies, LLC which is the general partner of Adam Smith Growth Partners, LP, the majority owner of Cherry Tree Companies, LLC and one of the general partners of Titan Income Holdings, LLLP. Mr. Christianson is Chairman of Adam Smith Management, LLC which is the managing member of Adam Smith Activist Fund, LLC. (ii) Titan Income Holdings, LLLP, a Minnesota limited liability partnership (“TIH”), with respect to the warrants for common stock owned directly by it. (iii) Cherry Tree Companies, LLC, a Minnesota limited liability company (“CTC”), with respect to the warrants for common stock owned directly by it. (iv) Adam Smith Activist Fund, LLC, a Minnesota limited liability company (“ASAF”), with respect to the common stock owned directly by it. (v) Adam Smith Growth Partners, LP, a Minnesota limited partnership (“ASGP”), with respect to the common stock owned directly by it. |
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(b) |
Address of Principal
Business Office or, if none, Residence c/o Cherry Tree Companies, LLC 301 Carlson Parkway, Suite 103 |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: See Cover Pages, Items 5 through 11 |
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(b) |
Percent of class: See Cover Pages, Items 5 through 11 |
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(c) |
Number of shares as to which the person has: See Cover Pages, Items 5 through 11 |
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(i) |
Sole power to vote or to direct the vote See Cover Pages, Items 5 through 11 |
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(ii) |
Shared power to vote or to direct the vote See Cover Pages, Items 5 through 11 |
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(iii) |
Sole power to dispose or to direct the disposition of See Cover Pages, Items 5 through 11 |
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(iv) |
Shared power to dispose or to direct the disposition of See Cover Pages, Items 5 through 11 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable |
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Item 10. |
Certification |
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Not applicable |
Exhibits
Joint Filing Agreement, dated February 12, 2008, between the Reporting Persons.
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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Dated: February 12, 2008 |
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BY: |
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Signature |
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TITAN INCOME HOLDINGS, LLP |
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BY: |
Adam Smith Companies, LLC, its general partner |
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BY: |
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Tony Christianson, Chairman |
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CHERRY TREE COMPANIES, LLC |
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BY: |
Adam Smith Companies, LLC, its majority owner |
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BY: |
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Tony Christianson, Chairman |
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ADAM SMITH ACTIVIST FUND, LLC |
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BY: |
Adam Smith Management, LLC, |
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its managing member |
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BY: |
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Tony Christianson, Chairman |
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ADAM SMITH GROWTH PARTNERS |
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BY: |
Adam Smith Companies, LLC, its general partner |
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BY: |
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Tony Christianson, Chairman |
9
Agreement to Make Joint Filing Statement
The undersigned hereby agree to file a joint Schedule 13G with respect to the interests of the undersigned in Titan Machinery Inc. and that the Schedule 13G to which this Agreement is attached has been filed on behalf of each of the undersigned.
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Dated: February 12, 2008 |
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BY: |
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Signature |
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TITAN INCOME HOLDINGS, LLP |
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BY: |
Adam Smith Companies, LLC, its general partner |
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BY: |
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Tony Christianson, Chairman |
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CHERRY TREE COMPANIES, LLC |
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BY: |
Adam Smith Companies, LLC, its majority owner |
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BY: |
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Tony Christianson, Chairman |
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ADAM SMITH ACTIVIST FUND, LLC |
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BY: |
Adam Smith Management, LLC, |
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its managing member |
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BY: |
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Tony Christianson, Chairman |
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ADAM SMITH GROWTH PARTNERS |
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BY: |
Adam Smith Companies, LLC, its general partner |
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BY: |
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Tony Christianson, Chairman |
10
| This ‘SC 13G’ Filing | Date | Other Filings | ||
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| Filed on: | 2/13/08 | |||
| 2/12/08 | SC 13G | |||
| 12/31/07 | ||||
| List all Filings | ||||