Covisint Corporation
Covisint Corp (Form: SC 13D/A, Received: 06/09/2017 17:30:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5) 1

Covisint Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

22357R 10 3

(CUSIP Number)

John Fichthorn

BR DIALECTIC CAPITAL MANAGEMENT, LLC

119 Rowayton Avenue, 2nd Floor

Norwalk, Connecticut 06853

(212) 230-3232

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 6, 2017

(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.

 

 

 

1               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. 22357R 10 3

  1   NAME OF REPORTING PERSON  
         
        Dialectic Capital Partners, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         368,862  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          368,862  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        368,862  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 22357R 10 3

  1   NAME OF REPORTING PERSON  
         
        Dialectic Offshore, 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 BOX 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,299,327  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,299,327  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,299,327  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.2%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP NO. 22357R 10 3

 

  1   NAME OF REPORTING PERSON  
         
        Dialectic Antithesis Partners, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,473,024  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,473,024  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,473,024  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP NO. 22357R 10 3

 

  1   NAME OF REPORTING PERSON  
         
        BR Dialectic Capital Management, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,141,213  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,141,213  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,141,213  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        IA, OO  

  

5

CUSIP NO. 22357R 10 3

 

  1   NAME OF REPORTING PERSON  
         
        B. Riley Capital Management, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        New York  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,141,213  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,141,213  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,141,213  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        IA, OO  

  

7

CUSIP NO. 22357R 10 3

 

  1   NAME OF REPORTING PERSON  
         
        B. Riley Financial, Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,141,213  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,141,213  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,141,213  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

8

CUSIP NO. 22357R 10 3

 

  1   NAME OF REPORTING PERSON  
         
        John Fichthorn  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,141,213  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,141,213  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,141,213  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

CUSIP NO. 22357R 10 3

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

 

Item 2. Identity and Background .

As a result of the Internal Restructuring, as previously described in Amendment No. 4, filed with the Securities and Exchange Commission on April 20, 2017, effective immediately upon the filing of this Amendment No. 5, B. Riley Capital Management, LLC and B. Riley Financial, Inc., have been added to the 13(d) group and Item 2 is amended and restated to read as follows:

 

(a)       This statement is filed by:

(i) Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;
(ii) Dialectic Offshore, Ltd, a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;
(iii) Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP” and together with Dialectic Capital Partners and DOF, the “Funds”), with respect to the Shares directly and beneficially owned by it;
(iv) BR Dialectic Capital Management, LLC, a Delaware limited liability company (“BR Dialectic Capital”), as the investment manager and the general partner to each of the Funds;
(v) B. Riley Capital Management, LLC, a New York limited liability company (“B. Riley Capital”), as the parent company of BR Dialectic Capital;
(vi) B. Riley Financial, Inc., a Delaware corporation (“B. Riley Financial”), as the parent company of B. Riley Capital; and
(vii) John Fichthorn, as Head of Alternative Investments for BR Dialectic Capital.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)       The principal business address of each of the Funds, BR Dialectic Capital and Mr. Fichthorn is 119 Rowayton Avenue, 2nd Floor, Norwalk, Connecticut 06853. The principal business address of B. Riley Capital is 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025. The principal business address of B. Riley Financial is 21255 Burbank Boulevard, Suite 400, Woodland Hills, California 91367. The officers and directors of each of DOF and B. Riley Financial, and their principal occupations and business addresses are set forth on  Schedule A  to the Schedule 13D and are incorporated by reference in this Item 2.

10

CUSIP NO. 22357R 10 3

 

(c)       The principal business of each of the Funds is investing in securities. The principal business of BR Dialectic Capital is serving as the investment manager and the general partner to each of the Funds. The principal business of B. Riley Capital is serving as an investment advisor and provider of investment products. The principal business of B. Riley Financial is providing diversified financial services. The principal occupation of Mr. Fichthorn is serving as Head of Alternative Investments for BR Dialectic Capital.

 

(d)       No Reporting Person nor any person listed on Schedule A , annexed hereto has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)        No Reporting Persons, nor any person listed on Schedule A , annexed hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Fichthorn is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein. 

Item 3. Source and Amount of Funds or Other Consideration .

Item 3 is hereby amended and restated to read as follows:

The Shares purchased for the accounts of each of the Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B , which is incorporated by reference herein. The aggregate purchase price of the 368,862 Shares beneficially owned by Dialectic Capital Partners is approximately $927,342, including brokerage commissions.  The aggregate purchase price of the 1,299,327 Shares beneficially owned by DOF is approximately $2,558,758, including brokerage commissions. The aggregate purchase price of the 1,473,024 Shares beneficially owned by DAP is approximately $3,001,014, including brokerage commissions.

 

Item 5. Interest in Securities of the Issuer .

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 40,865,897 Shares outstanding, as of June 1, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 5, 2017.

A. Dialectic Capital Partners
(a) As of the close of business on June 9, 2017, Dialectic Capital Partners beneficially owned 368,862 Shares.

Percentage: Less than 1%

11

CUSIP NO. 22357R 10 3

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 368,862
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 368,862

 

(c) The transactions in the Shares by Dialectic Capital Partners since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
B. DOF
(a) As of the close of business on June 9, 2017, DOF beneficially owned 1,299,327 Shares.

Percentage: Approximately 3.2%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,299,327
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,299,327

 

(c) The transactions in the Shares by DOF since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
C. DAP
(a) As of the close of business on June 9, 2017, DAP beneficially owned 1,473,024 Shares.

Percentage: Approximately 3.6%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,473,024
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,473,024

 

(c) The transactions in the Shares by DAP since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
D. BR Dialectic Capital
(a)

BR Dialectic Capital, as the investment manager and the general partner to each of the Funds, may be deemed the beneficial owner of the (i) 368,862 Shares owned by Dialectic Capital Partners, (ii) 1,299,327 Shares owned by DOF and (iii) 1,473,024 Shares owned by DAP.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,141,213
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,141,213

 

(c) BR Dialectic Capital has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
12

CUSIP NO. 22357R 10 3

E. B. Riley Capital
(a) B. Riley Capital, as the parent company of BR Dialectic Capital, may be deemed the beneficial owner of the (i) 368,862 Shares owned by Dialectic Capital Partners, (ii) 1,299,327 Shares owned by DOF and (iii) 1,473,024 Shares owned by DAP.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,141,213
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,141,213

 

(c) B. Riley Capital has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of the Funds since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
F. B. Riley Financial
(a) B. Riley Financial, as the parent company of B. Riley Capital, may be deemed the beneficial owner of the (i) 368,862 Shares owned by Dialectic Capital Partners, (ii) 1,299,327 Shares owned by DOF and (iii) 1,473,024 Shares owned by DAP.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,141,213
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,141,213
13

CUSIP NO. 22357R 10 3

 

(c) B. Riley Financial has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of the Funds since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
G. Mr. Fichthorn
(a) Mr. Fichthorn, as the Head of Alternative Investments for BR Dialectic Capital, may be deemed the beneficial owner of the (i) 368,862 Shares owned by Dialectic Capital Partners, (ii) 1,299,327 Shares owned by DOF and (iii) 1,473,024 Shares owned by DAP.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,141,213
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,141,213

 

(c) Mr. Fichthorn has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

As of the close of business on June 9, 2017, the Reporting Persons collectively beneficially owned an aggregate of 3,141,213 Shares, constituting approximately 7.7% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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

Item 6 is hereby amended to add the following:

On June 9, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits .

Item 7 is hereby amended to add the following exhibit:

99.1

Joint Filing Agreement by and among Dialectic Capital Partners, LP, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, BR Dialectic Capital Management, LLC, B. Riley Capital Management, LLC, B. Riley Financial, Inc. and John Fichthorn, dated June 9, 2017.

14

CUSIP NO. 22357R 10 3

  

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2017

  Dialectic Capital Partners, LP
   
  By: BR Dialectic Capital Management, LLC, its investment manager
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

 

  Dialectic Offshore, Ltd.
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Director

 

  Dialectic Antithesis Partners, LP
     
  By: BR Dialectic Capital Management, LLC, its investment manager
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

 

  BR Dialectic Capital Management, LLC
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

15

CUSIP NO. 22357R 10 3

 

  B. Riley Capital Management, LLC
   
  By: /s/ Michael Markunas
    Name: Michael Markunas
    Title: Chief Compliance Officer

 

  B. Riley Financial, Inc.
   
  By: /s/ Michael Markunas
    Name: Michael Markunas
    Title Chief Compliance Officer

 

 

/s/ John Fichthorn

  John Fichthorn
16

CUSIP NO. 22357R 10 3

 

SCHEDULE A

Directors and Officers of B. Riley Financial, Inc.

Name and Position Present Principal Occupation Business Address Citizenship

Bryant R. Riley,

Chairman and Chief Executive Officer

Portfolio Manager of BRC Partners Opportunity Fund, LP, Chief Executive Officer of B. Riley Capital Management, LLC, Chairman of B. Riley & Co., LLC and Chief Executive Officer of B. Riley Financial, Inc. 11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
United States

Andrew Gumaer,

Chief Executive Officer of Great American Group, LLC and Director

Chief Executive Officer of Great American Group, LLC, a subsidiary of B. Riley Financial, Inc. 21860 Burbank Blvd., Suite 300 South 
Woodland Hills, CA 91367
United States
Thomas J. Kelleher, President and Director President of B. Riley Financial, Inc. and Chief Executive Officer of B. Riley & Co., LLC 11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
United States

Robert D’Agostino,

Director

President of Q-mation, Inc., a supplier of software solutions

21255 Burbank Boulevard,

Suite 400,

Woodland Hills, California 91367

United States

Mikel Williams,

Director

Director of B. Riley Financial, Inc.

21255 Burbank Boulevard,

Suite 400,

Woodland Hills, California 91367

United States

Richard L. Todaro,

Director

President of Todaro Capital, an Investment Advisor

21255 Burbank Boulevard,

Suite 400,

Woodland Hills, California 91367

United States

Richard J. Hendrix,

Director

Director, B. Riley Financial, Inc.

21255 Burbank Boulevard,

Suite 400,

Woodland Hills, California 91367

United States

 

17

CUSIP NO. 22357R 10 3

Robert L. Antin,

Director

Director, B. Riley Financial, Inc.

21255 Burbank Boulevard,

Suite 400,

Woodland Hills, California 91367

United States

Todd D. Sims,

Director

Senior Vice President of Digital Strategy, Anschutz Entertainment Group, Inc.

800 West Olympic Boulevard,

Suite 305, Los Angeles, California 90015

United States

Phillip J. Ahn,

Chief Financial Officer and Chief Operating Officer

Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. 21860 Burbank Blvd., Suite 300 South 
Woodland Hills, CA 91367
United States

Alan N. Forman,

Executive Vice President, General Counsel and Secretary

Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. 590 Madison Avenue, 29th Floor
New York, NY 10022
United States
18

CUSIP NO. 22357R 10 3

 

  SCHEDULE B

Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of the Transaction

Price Per

Share($)

Securities

Purchased/(Sold)

Date of

Purchase / Sale

 

Dialectic Capital Partners, LP

 

Purchase of Common Stock 1.80 100 04-20-2017
Purchase of Common Stock 1.85 1,400 04-21-2017
Purchase of Common Stock 1.90 400 04-27-2017
Purchase of Common Stock 1.90 500 05-02-2017
Purchase of Common Stock 1.90 200 05-03-2017
Purchase of Common Stock 1.90 200 05-05-2017
Purchase of Common Stock 1.90 100 05-12-2017
Purchase of Common Stock 1.90 4,000 05-19-2017
Purchase of Common Stock 1.96 5,400 05-22-2017
Purchase of Common Stock 2.00 6,700 05-25-2017
Purchase of Common Stock 2.00 1,900 05-31-2017
Purchase of Common Stock 1.90 3,543 06-01-2017
Purchase of Common Stock 1.95 1,242 06-02-2017
Purchase of Common Stock 2.03 14,577 06-05-2017
Purchase of Common Stock 2.43 36,600 06-06-2017

 

Dialectic Offshore, Ltd.

 

Purchase of Common Stock 1.80 600 04-20-2017
Purchase of Common Stock 1.85 6,300 04-21-2017
Purchase of Common Stock 1.85 200 04-24-2017
Purchase of Common Stock 1.90 1,700 04-27-2017
Purchase of Common Stock 1.90 2,100 05-02-2017
Purchase of Common Stock 1.90 800 05-03-2017
Purchase of Common Stock 1.90 100 05-04-2017
Purchase of Common Stock 1.90 800 05-05-2017
Purchase of Common Stock 1.90 100 05-08-2017
Purchase of Common Stock 1.90 500 05-12-2017
Purchase of Common Stock 1.90 17,600 05-19-2017
Purchase of Common Stock 1.96 37,943 05-22-2017
Purchase of Common Stock 2.00 47,152 05-25-2017
Purchase of Common Stock 2.00 13,332 05-31-2017
Purchase of Common Stock 2.43 73,300 06-06-2017

 

 

CUSIP NO. 22357R 10 3

DIALECTIC ANTITHESIS PARTNERS, LP

 

Purchase of Common Stock 1.80 783 04-20-2017
Purchase of Common Stock 1.85 7,376 04-21-2017
Purchase of Common Stock 1.85 181 04-24-2017
Purchase of Common Stock 1.90 1,942 04-27-2017
Purchase of Common Stock 1.90 2,500 05-02-2017
Purchase of Common Stock 1.90 796 05-03-2017
Purchase of Common Stock 1.90 100 05-04-2017
Purchase of Common Stock 1.90 868 05-05-2017
Purchase of Common Stock 1.90 144 05-08-2017
Purchase of Common Stock 1.90 618 05-12-2017
Purchase of Common Stock 1.90 3 05-16-2017
Purchase of Common Stock 1.90 20,280 05-19-2017
Purchase of Common Stock 1.96 20,400 05-22-2017
Purchase of Common Stock 2.00 25,200 05-25-2017
Purchase of Common Stock 2.00 7,200 05-31-2017
Purchase of Common Stock 2.43 73,433 06-06-2017

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

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 additional amendments thereto) with respect to the shares of Common Stock, no par value, of Covisint Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: June 9, 2017

  Dialectic Capital Partners, LP
   
  By: BR Dialectic Capital Management, LLC, its investment manager
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

 

  Dialectic Offshore, Ltd.
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Director

 

  Dialectic Antithesis Partners, LP
     
  By: BR Dialectic Capital Management, LLC, its investment manager
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

 

  BR Dialectic Capital Management, LLC
   
  By: /s/ John Fichthorn
    Name: John Fichthorn
    Title: Head of Alternative Investments

 

 

 

  B. Riley Capital Management, LLC
   
  By: /s/ Michael Markunas
    Name: Michael Markunas
    Title: Chief Compliance Officer

 

  B. Riley Financial, Inc.
   
  By: /s/ Michael Markunas
    Name: Michael Markunas
    Title Chief Compliance Officer

 

 

/s/ John Fichthorn

  John Fichthorn