UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 2002
Estimated average burden
hours per response 14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
LIVEPERSON, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
538146 10 1
--------------------------------------------------------------------------------
(CUSIP Number)
EMMANUEL GILL, C/O GILBRIDGE HOLDINGS LTD.
152 WEST 57th STREET, 54th FLOOR
NEW YORK, NY 10019
(212) 245-8682
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 16, 2002
--------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f)
or 249.13d-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
Section 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
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 538146 10 1 13D Page 2 of 5 Pages
--- ---
-------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
EMMANUEL GILL
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
-------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
ISRAEL
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 2,060,236
by Each Reporting --------------------------------------------------
Person With: (8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 2,060,236
--------------------------------------------------
(10) Shared Dispositive
Power 0
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,060,236
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 6.1%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 538146 10 1 13D Page 3 of 5 Pages
--- ---
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Equity Securities to which this Statement relates:
COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF LIVEPERSON, INC.
(b) Name and Address of Issuer's Principal Executive Offices:
LIVEPERSON, INC.
462 SEVENTH AVENUE, 21ST FLOOR, NEW YORK, NEW YORK 10018
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: EMMANUEL GILL
(b) Residence or Business Address: C/O GILBRIDGE HOLDINGS LTD.,
152 WEST 57TH STREET, 54TH FLOOR, NEW YORK, NEW YORK 10019
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF GILBRIDGE HOLDINGS
LTD., A VENTURE CAPITAL INVESTMENT FIRM LOCATED AT 152 WEST
57TH STREET, 54TH FLOOR, , NEW YORK, NEW YORK 10019
(d) and (e) DURING THE LAST FIVE YEARS, MR. GILL HAS NOT BEEN (I)
CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC
VIOLATIONS OR SIMILAR MISDEMEANORS); OR (II) 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) Citizenship: CITIZEN OF THE STATE OF ISRAEL
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
MR. GILL USED PERSONAL FUNDS IN THE AGGREGATE AMOUNT OF $276,316 TO
PURCHASE 789,473 SHARES OF THE ISSUER'S COMMON STOCK ON AUGUST 16, 2002
($0.35 PER SHARE). THE SHARES WERE PURCHASED IN A PRIVATE BROKER
TRANSACTION IN NEW YORK AND ARE DIRECTLY BENEFICIALLY OWNED BY MR. GILL.
MR. GILL ACQUIRED INDIRECT BENEFICIAL OWNERSHIP OF 1,250,763 SHARES OF THE
ISSUER'S COMMON STOCK IN CONNECTION WITH THE ISSUER'S ACQUISITION OF ALL OF
THE ISSUED AND OUTSTANDING ORDINARY SHARES OF HUMANCLICK LTD. ON OCTOBER
12, 2000. THE 1,250,763 SHARES OF THE ISSUER'S COMMON STOCK ARE HELD BY
GILBRIDGE HOLDINGS LTD., AN ENTITY OVER WHICH MR. GILL EXERCISES INDIRECT
CONTROL.
ITEM 4. PURPOSE OF TRANSACTION
MR. GILL IS A DIRECTOR OF THE ISSUER. MR. GILL HAS ACQUIRED THE SHARES OF
THE ISSUER'S COMMON STOCK SOLELY FOR INVESTMENT PURPOSES. BASED UPON HIS
EVALUATION OF THE ISSUER'S FINANCIAL CONDITION, MARKET CONDITIONS AND OTHER
FACTORS HE MAY DEEM MATERIAL, AND SUBJECT TO APPLICABLE LAWS AND
REGULATIONS OR POLICIES OF THE ISSUER, MR. GILL MAY SEEK TO ACQUIRE
ADDITIONAL SHARES OF THE ISSUER'S COMMON STOCK IN THE OPEN MARKET OR IN
PRIVATE TRANSACTIONS, OR MAY DISPOSE OF ALL OR ANY PORTION OF THE SHARES
CURRENTLY OWNED. EXCEPT AS SET FORTH ABOVE, MR. GILL PRESENTLY DOES NOT
HAVE ANY PLANS OR PROPOSALS THAT RELATE TO OR WOULD RESULT IN TRANSACTIONS
OF THE KIND DESCRIBED IN PARAGRAPHS (A) THROUGH (J) OF ITEM 4 OF SCHEDULE
13D.
CUSIP No. 538146 10 1 13D Page 4 of 5 Pages
--- ---
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Class Beneficially Owned:
2,060,236 (6.1%).
INCLUDES 20,000 SHARES ISSUABLE UPON EXERCISE OF OPTIONS TO
PURCHASE SHARES OF THE ISSUER'S STOCK WHICH ARE EXERCISABLE WITHIN
60 DAYS OF AUGUST 16, 2002.
THE PERCENTAGE OF BENEFICIAL OWNERSHIP IS BASED ON 34,020,881
SHARES OF COMMON STOCK REPORTED OUTSTANDING AS OF AUGUST 9, 2002
BY THE ISSUER.
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,060,236.
-----------
(ii) Shared power to vote or to direct the vote: 0.
----------
(iii) Sole power to dispose or to direct the
disposition of: 2,060,236.
-----------
(iv) Shared power to dispose or to direct the disposition of: 0.
------
(c) NO TRANSACTIONS IN THE CLASS OF SECURITIES REPORTED ON WERE EFFECTED
DURING THE PAST SIXTY DAYS, OTHER THAN THE TRANSACTION DESCRIBED IN
ITEM 3.
(d) NO OTHER PERSON IS KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO
DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS FROM THE SALE OF,
THE SECURITIES BENEFICIALLY OWNED BY MR. GILL.
(e) NOT APPLICABLE.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
NOT APPLICABLE.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NOT APPLICABLE.
CUSIP No. 538146 10 1 13D Page 5 of 5 Pages
--- ---
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
AUGUST 23, 2002
------------------------
Date
/s/ EMMANUEL GILL
------------------------
Signature
EMMANUEL GILL
------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)