- Statement of Beneficial Ownership (SC 13D)
12 Abril 2012 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Marlborough Software Development Holdings Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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Trent Stedman
799 Central Ave., Suite 350
Highland Park, IL 60035
(201) 793-0570
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 3, 2012
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(Date of event which requires filing of this statement)
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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 § 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 Rule 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.
(Page 1 of 11)
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
2
of
11
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1
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NAMES OF REPORTING PERSONS.
New Vernon Aegir Master Fund Ltd.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,135,462
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,135,462
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,135,462
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6 %
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
3
of
11
|
1
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NAMES OF REPORTING PERSONS.
New Vernon Investment Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,135,462
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
1,135,462
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,135,462
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6 %
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
4
of
11
|
1
|
NAMES OF REPORTING PERSONS.
New Vernon Partners LLC
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,135,462
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|
8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
1,135,462
|
|
10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,135,462
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6 %
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 571038108
|
SCHEDULE 13D
|
P
age
5
of
11
|
1
|
NAMES OF REPORTING PERSONS.
Trent Stedman
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, PF
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|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,207,856
|
|
8
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SHARED VOTING POWER
0
|
|
9
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SOLE DISPOSITIVE POWER
1,207,856
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,207,856
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
6
of
11
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1
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NAMES OF REPORTING PERSONS.
Thomas Patrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
378,906
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
378,906
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,906
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
7
of
11
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ITEM 1.
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SECURITY AND ISSUER
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This schedule relates to Common Stock, $0.01 par value per share
(“Common Stock”), issued by Marlborough Software Development Holdings Inc. (the “Issuer”), the principal
executive office of which is located at 500 Nickerson Road, Marlborough, MA 01752-4695.
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ITEM 2.
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IDENTITY AND BACKGROUND
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2(a)
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(i)
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New Vernon Aegir Master Fund Ltd.
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(ii)
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New Vernon Investment Management LLC
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(iii)
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New Vernon Partners LLC
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Suite 350
Highland Park, Illinois 60035
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2(c)
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This Schedule 13D is being filed by and on behalf of New Vernon Aegir Master Fund Ltd. (the “Fund”), which is an
investment fund; New Vernon Partners LLC, the investment manager of the Fund; New Vernon Investment Management LLC (the “Investment
Advisor”), the investment advisor of the Fund; Mr. Stedman, whose principal business is serving as the portfolio manager
of the Investment Advisor; and Mr. Patrick, whose principal business is serving as a member of the Investment Advisor (collectively,
the “Reporting Persons”).
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2(f)
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(i)
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New Vernon Aegir Master Fund Ltd., Cayman Islands
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(ii)
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New Vernon Investment Management LLC, Delaware
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(iii)
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New Vernon Partners LLC, Delaware
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(iv)
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Trent Stedman, United States of America
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(v)
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Thomas Patrick, United States of America
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ITEM 3.
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Source and Amount of Funds or Other Consideration.
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The 1,586,762 shares of Common Stock reported herein were acquired
by the Reporting Persons in connection with the spin-off of the Issuer by Bitstream Inc. The Reporting Persons received one share
of Common Stock for each share of Bitstream Class A Common Stock that they owned as of March 8, 2012.
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
8
of
11
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ITEM 4.
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Purpose of Transaction.
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The Reporting Persons may evaluate measures aimed at enhancing
shareholder value for the benefit of all of the Issuer’s shareholders. In connection with this process, the Reporting
Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
communications with the Issuer’s management and board of directors, conversations with other shareholders or industry participants,
and engaging investment bankers or other advisors. Discussions may include, without limitation, proposals to the Issuer,
other shareholders or industry participants concerning changes to the capitalization, ownership structure, board composition, or
operations of the Issuer.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis. Depending on various factors including the Issuer’s financial position and strategic direction,
the outcome of the discussions referenced above, actions taken by the Issuer's board of directors, other investment opportunities
available to the Reporting Persons, price levels of the shares, and conditions in the securities markets and the economy in general,
the Reporting Persons may in the future acquire additional securities of the Issuer or dispose of some or all of the securities
of the Issuer beneficially owned by them, or take any other actions with respect to their investment in the Issuer permitted by
law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons have no present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth
herein or such as would occur upon completion of any of the actions discussed herein.
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ITEM 5.
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Interest in Securities of the Issuer.
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5(a)
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New Vernon Aegir Master Fund Ltd. directly beneficially owns 1,135,462 shares of Common Stock over which it has sole voting
and dispositive power. Mr. Stedman directly beneficially owns 72,394 shares of Common Stock over which he has sole voting and dispositive
power. Mr. Patrick directly beneficially owns 378,906 shares of Common Stock over which he has sole voting and dispositive power.
New Vernon Investment Management LLC is the investment advisor of New Vernon Aegir Master Fund Ltd. and, as such, may be deemed
to have voting and dispositive power over the shares of Common Stock directly beneficially owned by New Vernon Aegir Master Fund
Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares. New Vernon Partners LLC is the investment manager
of New Vernon Aegir Master Fund Ltd. and, as such, may be deemed to have voting and dispositive power over the shares of Common
Stock directly beneficially owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially
own such shares. Mr. Stedman is a portfolio manager of New Vernon Investment Management LLC. In such
capacity, Mr. Stedman controls the trading of securities held by New Vernon Aegir Master Fund Ltd. As a result of such
role and otherwise by virtue of his relationship to New Vernon Aegir Master Fund Ltd., New Vernon Partners LLC and New Vernon Investment
Management LLC, Mr. Stedman may be deemed to have voting and dispositive power over the shares of Common Stock directly beneficially
owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares. As
a result, Mr. Stedman may be deemed to beneficially own a total of 1,207,856 shares of Common Stock. Thomas Patrick
is a member of New Vernon Investment Management LLC. By virtue of his relationship with New Vernon Investment Management
LLC, Mr. Patrick may be deemed to be part of a group with the other Reporting Persons with respect to the Common Stock of the Issuer.
The 10.6% of the Common Stock beneficially owned by each of New Vernon Aegir Master Fund Ltd., New Vernon Partners LLC and New
Vernon Investment Management LLC, the 11.2% of the Common Stock beneficially owned by Mr. Stedman and the 3.5% of the Common Stock
beneficially owned by Mr. Patrick are based on 10,751,609 shares of Common Stock that were outstanding as of March 19, 2012 (as
set forth in the Issuer’s Annual Report on Form 10-K, filed on March 30, 2012 with the Securities and Exchange Commission).
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
9
of
11
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5(b)
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The response to Item 5(a) is incorporated herein by reference.
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5(c)
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The response to Item 3 is incorporated herein by reference.
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5(d)
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The response to Item 5(a) is incorporated herein by reference.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
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Except as set forth herein, there are no contracts, understandings
or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Common Stock.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
|
The Agreement as to Joint Filing of this Schedule 13D is filed
as Exhibit A hereto.
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CUSIP No. 571038108
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SCHEDULE 13D
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P
age
10
of
11
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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: April 12, 2012
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New Vernon Aegir Master Fund Ltd.
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By:
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New Vernon Partners LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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New Vernon Investment Management LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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New Vernon Partners LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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By:
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/s/ Thomas Patrick
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Trent Stedman, Authorized Signatory for
Thomas Patrick*
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* Pursuant to Power of Attorney
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CUSIP No. 571038108
|
SCHEDULE 13D
|
P
age
11
of
11
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EXHIBIT A
Agreement of Joint Filing
Pursuant to 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the
filing on behalf of each of them of a Statement on Schedule 13D and any and all amendments thereto, and that this Agreement be
included as an Exhibit to such filing.
This Agreement may be executed in any number
of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and
the same Agreement.
IN WITNESS WHEREOF, the undersigned have
executed this Agreement.
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Dated: April 12, 2012
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New Vernon Aegir Master Fund Ltd.
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By:
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New Vernon Partners LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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New Vernon Investment Management LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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New Vernon Partners LLC
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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By:
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/s/ Trent Stedman
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Trent Stedman
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Dated: April 12, 2012
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By:
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/s/ Thomas Patrick
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Trent Stedman, Authorized Signatory for
Thomas Patrick*
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* Pursuant to Power of Attorney
MBG (CE) (USOTC:MBGH)
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