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

SCHEDULE 13G
(Amendment No. 1)*

 

 
  Under the Securities Exchange Act of 1934  
         
     
THE RUBICON PROJECT, INC.
  (Name of Issuer)  
     
  Common Stock, par value $0.00001 per share  
  (Title of Class of Securities)  
     
  78112V102  
  (CUSIP Number)  
     
  December 31, 2015  
  (Date of Event which Requires Filing of this Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ 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 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).

 

Continued on following pages

Page 1 of 12 Pages

Exhibit Index:  Page 12

 

 

 

 

CUSIP NO. 78112V102 Page 2 of 12 Pages

 

1. Names of Reporting Persons
   
  40 North Management LLC
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
  4,416,000
   
6. Shared Voting Power
   
  0
7. Sole Dispositive Power
  4,416,000
   
8. Shared Dispositive Power
   
  0

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  ¨
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  IA

 _______________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

  

 

 

 

CUSIP NO. 78112V102 Page 3 of 12 Pages

 

1. Names of Reporting Persons
   
  40 North GP III LLC
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
   
  0
6. Shared Voting Power
  4,416,000
   
7. Sole Dispositive Power
   
  0
8. Shared Dispositive Power
  4,416,000
   

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  o
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  OO

____________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

 

 

 

 

CUSIP NO. 78112V102 Page 4 of 12 Pages

 

1. Names of Reporting Persons
   
  40 North Latitude Fund LP
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
   
  0
6. Shared Voting Power
  4,416,000
   
7. Sole Dispositive Power
   
  0
8. Shared Dispositive Power
  4,416,000
   

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  ¨
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  PN

____________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

 

 

 

 

CUSIP NO. 78112V102 Page 5 of 12 Pages

 

1. Names of Reporting Persons
   
  40 North Latitude Master Fund Ltd.
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Cayman Islands

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
   
  0
6. Shared Voting Power
  4,416,000
   
7. Sole Dispositive Power
   
  0
8. Shared Dispositive Power
  4,416,000
   

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  ¨
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  CO

____________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

 

 

 

 

CUSIP NO. 78112V102 Page 6 of 12 Pages

 

1. Names of Reporting Persons
   
  David S. Winter
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  United States

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
   
  0
6. Shared Voting Power
  4,416,000
   
7. Sole Dispositive Power
   
  0
8. Shared Dispositive Power
  4,416,000
   

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  ¨
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  IN

____________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

 

 

 

 

CUSIP NO. 78112V102 Page 7 of 12 Pages

 

1. Names of Reporting Persons
   
  David J. Millstone
2. Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.  ¨
  b.  x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  United States

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5. Sole Voting Power
   
  0
6. Shared Voting Power
  4,416,000
   
7. Sole Dispositive Power
   
  0
8. Shared Dispositive Power
  4,416,000
   

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  4,416,000
   
10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

   
  ¨
11. Percent of Class Represented By Amount in Row (9)
   
  10.0%*
12. Type of Reporting Person (See Instructions)
   
  IN

____________

* Based on a total of 44,378,826 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of October 22, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.

 

 

 

 

CUSIP NO. 78112V102 Page 8 of 12 Pages

 

Item 1(a). Name of Issuer:
   
  The Rubicon Project, Inc. (the “Issuer”).
   
Item 1(b). Address of the Issuer’s Principal Executive Offices:
   
  12181 Bluff Creek Drive
  4th Floor
  Los Angeles, California 90094
   
Item 2(a). Name of Person Filing
   
  The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

  i) 40 North Management LLC (“40 North Management”);
  ii) 40 North GP III LLC (“40 North GP”);
  iii) 40 North Latitude Fund LP (“40 North Latitude Feeder”);
  iv) 40 North Latitude Master Fund Ltd. (“40 North Latitude Master”);
  v) David S. Winter; and
  vi) David J. Millstone.

 

  This statement relates to Shares (as defined in Item 2(d) below) held by 40 North Latitude Master, the “master” fund in a “master-feeder” structure in which 40 North Latitude Feeder is a “feeder” fund.  The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets.  The principal business of 40 North GP is to serve as general partner of 40 North Latitude Feeder.  40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master.  As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares, held by or for the account of 40 North Latitude Feeder and 40 North Latitude Master.  David S. Winter and David J. Millstone each serve as the sole members and principals of each of 40 North Management and 40 North GP, and as the sole directors of 40 North Latitude Master.
   
  The agreement between the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Exchange Act is attached as Exhibit A.
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 30th Floor, New York, New York 10019.
   
Item 2(c). Citizenship:
   
  i) 40 North Management is a Delaware limited liability company;
  ii) 40 North GP is a Delaware limited liability company;
  iii) 40 North Latitude Feeder is a Delaware limited partnership;

 

 

 

 

CUSIP NO. 78112V102 Page 9 of 12 Pages

 

  iv) 40 North Latitude Master is a Cayman Islands exempted company incorporated with limited liability;
  v) David S. Winter is a United States citizen; and
  vi) David J. Millstone is a United States citizen.
   
Item 2(d). Title of Class of Securities:
   
  Common Stock, par value $0.00001 per share (the “Shares”).
   
Item 2(e). CUSIP Number:
   
  78112V102
   
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  This Item 3 is not applicable.
   
Item 4. Ownership:
   
Item 4(a). Amount Beneficially Owned:
   
  As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 4,416,000 Shares.
   
Item 4(b). Percent of Class:
   
  Each of the Reporting Persons may be deemed to be the beneficial owner of all of the 4,416,000 Shares reported herein, which represent approximately 10.0% of the Issuer’s outstanding Shares.  The percentage in the immediately preceding sentence is calculated based on a total of 44,378,826 Shares outstanding as of October 22, 2015 (based on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2015).
   
Item 4 (c). 40 North Management may be deemed to have sole power to vote and sole power to dispose of all of the 4,416,000 Shares reported herein, whereas the other Reporting Persons having beneficial ownership may be deemed to have shared power to vote and shared power to dispose of such Shares.

 

 

 

 

CUSIP NO. 78112V102 Page 10 of 12 Pages

 

Item 5. Ownership of Five Percent or Less of a Class:
   
  This Item 5 is not applicable.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
  In addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder, or its respective subsidiaries or affiliated entities, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
  This Item 7 is not applicable.
   
Item 8. Identification and Classification of Members of the Group:
   
  This Item 8 is not applicable.
   
Item 9. Notice of Dissolution of Group:
   
  This Item 9 is not applicable.
   
Item 10. Certification:
   
  By signing below each of the Reporting Persons certifies that, to the best of such Reporting Person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP NO. 78112V102 Page 11 of 12 Pages

 

SIGNATURES

 

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

 

Date:  February 11, 2016 40 NORTH MANAGEMENT LLC
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal
     
Date:  February 11, 2016 40 NORTH LATITUDE FUND LP
   
  By 40 North GP III LLC, its General Partner
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal
     
Date:  February 11, 2016 40 NORTH LATITUDE MASTER FUND LTD.
   
  By: /s/ David S. Winter
    David S. Winter
    Director
     
  By: /s/ David J. Millstone
    David J. Millstone
    Director
     
Date:  February 11, 2016 40 NORTH GP III LLC
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal
     
Date:  February 11, 2016 DAVID S. WINTER
   
  By: /s/ David S. Winter
   
Date:  February 11, 2016 DAVID J. MILLSTONE
   
  By: /s/ David J. Millstone

 

 

 

 

CUSIP NO. 78112V102 Page 12 of 12 Pages

 

EXHIBIT INDEX

 

A. Joint Filing Agreement by and among 40 North Management LLC, 40 North Latitude Fund LP, 40 North Latitude Master Fund Ltd., 40 North GP III LLC, David S. Winter, and David J. Millstone

 

 

 

EXHIBIT A

 

AGREEMENT

JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D) reporting each of the undersigned’s ownership of securities of The Rubicon Project, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date:  February 11, 2016 40 NORTH MANAGEMENT LLC
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal
     
Date:  February 11, 2016 40 NORTH LATITUDE FUND LP
   
  By 40 North GP III LLC, its General Partner
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal
     
Date:  February 11, 2016 40 NORTH LATITUDE MASTER FUND LTD.
   
  By: /s/ David S. Winter
    David S. Winter
    Director
     
  By: /s/ David J. Millstone
    David J. Millstone
    Director
     
Date:  February 11, 2016 40 NORTH GP III LLC
   
  By: /s/ David S. Winter
    David S. Winter
    Principal
     
  By: /s/ David J. Millstone
    David J. Millstone
    Principal

 

Continued on following page

 

 

 

 

Date:  February 11, 2016 DAVID S. WINTER
   
  By: /s/ David S. Winter
   
Date:  February 11, 2016 DAVID J. MILLSTONE
   
  By: /s/ David J. Millstone