Greenleaf Capital Inc – ‘SC 13D/A’ on 3/5/12 re: Softech Inc

On:  Monday, 3/5/12, at 3:47pm ET   ·   Accession #:  1469636-12-2   ·   File #:  5-35607

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4±    17K 
                          Ownership                                              
 2: EX-99.1 CHARTER  Schedule 13D/A Exhibit                            1      3K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C.  20549                                                         

SCHEDULE 13D                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. 2)*                                                              

SOFTECH INC                                                                     
(Name of Issuer)                                                                

Common Stock, $0.10 par value                                                   
(Title of Class of Securities)                                                  

834021206                                                                       
(CUSIP Number)                                                                  

William D Johnston                                                              
c/o Greenleaf Trust                                                             
211 South Rose Street                                                           
Kalamazoo, Michigan 49007                                                       
(269) 553-6948                                                                  
(Name, Address and Telephone Number of Person Authorized to                     
Receive Notices and Communications)                                             

December 31, 2011                                                               
(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.                                                                  

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 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 Section18 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).                                                                         

1.      Names of Reporting Persons.                                             
William D Johnston                                              
Greenleaf Capital Inc   38-3309224                              

   Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                             
(b)                                                             

3.      SEC Use Only                                                            

4.      Source of Funds (See Instructions) WC OO                                

5.      Check if Disclosure of Legal Proceedings is Required Pursuant to Items  
2(d) or 2(e)                                                                    

6.      Citizenship or Place of Organization                                    
William D Johnston United States of America                     
Greenleaf Capital Inc State of Michigan                         

       7.      Sole Voting Power       264,411
Number of                                                                       
Shares Bene-            8.      Shared Voting Power     7,000                   
ficially                                                                        
Owned by Each   9.      Sole Dispositive Power  264,411                         
Reporting                                                                       
Person With:            10.     Shared Dispositive Power        7,000           

11.     Aggregate Amount Beneficially Owned by Each Reporting Person    271,411 

12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See  
Instructions)                                                                   

13.     Percent of Class Represented by Amount in Row(11)       27.3%           

14.     Type of Reporting Person (See Instructions) William D Johnston IN       
Greenleaf Capital Inc CO                                        

Item 1. Security and Issuer                                                     
Common stock $.10 par value                                                     
Softech Inc, 59 Composite Way, Suite 401, Lowell MA 01851                       
Item 2. Identity and Background                                                 
(a) William D Johnston; Greenleaf Capital Inc.                                  
(b) W D Johnston, c/o Greenleaf Trust, 211 South Rose St, Kalamazoo, MI 49007;  
Greenleaf Capital Inc, 100 W Michigan Avenue Suite 300, Kalamazoo, MI 49007     
(c) William D Johnston, President of Greenleaf Capital, Inc a venture capital   
firm located at 100 W Michigan Avenue, Suite 300, Kalamazoo, MI 49007           
(d)  N/A                                                                        
(e) N/A                                                                         
(f) William D Johnston, United States of America; Greenleaf Capital Inc., State 
of Michigan                                                                   
Item 3. Source and Amount of Funds or Other Consideration                       
William D Johnston is the sole stockholder of Greenleaf Capital Inc. Greenleaf  
Capital acquired the stock over a series of years through debt conversions.   
Mr. Johnston also acquired shares using working capital for a foundation in     
which he is co-trustee as well as shares for a trust in which his wife is       
co-trustee.                                                                     

Item 4. Purpose of Transaction                                                  
Greenleaf Capital Incs acquisitions were primarily in connection with debt      
conversions and were made for investment purposes.  The acquisitions made by    
Mr. Johnstons foundation and his wifes trust were made for investment purposes. 

(a) Greenleaf Capital, Inc may purchase additional shares of common stock of    
the issuer and alternatively may sell all or a portion of the shares held by    
it in the open market or in privately negotiated transactions to one or more    
financial or strategic purchasers, but has no present plans to do so            
(b) None                                                                        
(c) None                                                                        
(d) None                                                                        
(e) None                                                                        
(f) None                                                                        
(g) None                                                                        
(h) None                                                                        
(i) None                                                                        
(j) None                                                                        
Item 5. Interest in Securities of the Issuer                                    
(a) Amount of common stock beneficially owned by William D Johnston and         
Greenleaf Capital Inc as of the close of business on 12/31/2011: 271,411        
Percent of Class: 27.3%                                                         

(b) William D Johnston:                                                         
       Sole power to vote or to direct the vote                        264,411
       Shared power to vote or to direct the vote                        7,000
       Sole power to dispose or to direct the disposition of           264,411
       Shared power to dispose or to direct the disposition of           7,000

Greenleaf Capital Inc:                                                          
       Sole power to vote or to direct the vote                        264,411
       Shared power to vote or to direct the vote                        7,000
       Sole power to dispose or to direct the disposition of           264,411
       Shared power to dispose or to direct the disposition of           7,000

(c) N/A                                                                         
(d) N/A                                                                         

Item 6.  Contracts, Arrangements, Understandings or Relationships with  Respect 
to Securities of the Issuer                                                   

William D Johnston is the President and sole stockholder of Greenleaf Capital   
Inc the record owner of 264,411 shares of the Issuers common stock reported in  
this Schedule 13D.  Mr. Johnston is also the co trustee of the Foundation and   
the trust which are the record owners of 2,500 and 4,500 shares, respectively,  
of the Issuers common stock reported in this Schedule 13D.  Greenleaf Capital   
Inc entered into agreements with the Issuer dated October 31, 1999 and May 26,  
2000 under which the Issuer has the right to repurchase common stock.  There    
is no expiration date associated with the Issuers right of repurchase           

Item 7. Material to be Filed as Exhibits                                        
Exhibit 99.1 Joint Filing Agreement dated 2/14/2012                             

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.                                                                        

Dated:  3/5/2012                                                                
                                  William D Johnston

                                     Greenleaf Capital Inc

Dated: 3/5/2012                         By:__________________________________   
                                             William D Johnston, President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		3/5/12		3/A
		12/31/11
		5/26/00
		10/31/99
				List all Filings