UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PlanetOut Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
727058208
(CUSIP Number)
December 31, 2008
(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 in 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. 727058208
1. Names of Reporting Person
Allen & Company LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 156,593 (including 52,500 shares
Beneficially underlying warrants)
Owned by
Each Reporting 7. Sole Dispositive Power: 0
Person With
8. Shared Dispositive Power: 156,593 (including 52,500 shares
underlying warrants)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
156,593 (including 52,500 shares underlying warrants)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.8%
12. Type of Reporting Person
BD
CUSIP No. 727058208
1. Names of Reporting Person
Allen SBH II, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 52,045
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 52,045
9. Aggregate Amount Beneficially Owned by Each Reporting Person
52,045
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
1.3%
12. Type of Reporting Person
OO
CUSIP No. 727058208
1. Names of Reporting Person
MBOGO Inc.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 259
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 259
9. Aggregate Amount Beneficially Owned by Each Reporting Person
259
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.006%
12. Type of Reporting Person
CO
CUSIP No. 727058208
1. Names of Reporting Person
Allen III, Herbert A.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 5,743
Number of
Shares 6. Shared Voting Power: 228,689 (includes 52,500 shares
Beneficially underlying warrants and 19,792 shares held by certain
Owned by individual accounts)
Each Reporting
Person With 7. Sole Dispositive Power: 5,743
8. Shared Dispositive Power: 228,689 (includes 52,500
shares underlying warrants and 19,792 shares held by
certain individual accounts)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
234,432
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person
IN
Item 1. (a) Issuer: PlanetOut Inc. ("Issuer")
Item 1. (b) Address of Issuer's Principal Executive Offices:
1355 Sansome Street
San Francisco, CA 94111
Item 2. (a) Name of Person Filing:
(i) Allen & Company LLC
(ii) Allen SBH II, LLC
(iii) MBOGO Inc.
(iv) Herbert A. Allen III
(b) Address of Principal Business Offices or, If None, Residence:
(i) 711 Fifth Avenue, New York, NY 10022
(ii) 711 Fifth Avenue, New York, NY 10022
(iii) 711 Fifth Avenue, New York, NY 10022
(iv) 711 Fifth Avenue, New York, NY 10022
(c) Citizenship:
(i) Delaware
(ii) Delaware
(iii) Delaware
(iv) United States
(d) Title of Class of Securities
Common Stock, Par Value $0.001 Per Share
(e) CUSIP Number: 727058208
Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with
ss.240.13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a) Amount beneficially owned:
234,432 (including 52,500 shares underlying warrants)*
(b) Percent of class:
5.7%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote: 5,743
(ii) Shared power to direct the vote: 228,689 (including
52,500 shares underlying warrants and 19,792 shares
held by certain individual accounts)*
(iii) Sole power to dispose or direct the disposition of:
5,743
(iv) Shared power to dispose or direct the disposition
of: 228,689 (including 52,500 shares underlying
warrants and 19,792 shares held by certain individual
accounts)*
* The number of shares reported hereby excludes approximately
79,440 shares (including 22,500 shares underlying warrants) that,
to the Reporting Persons' knowledge, are held by certain officers
and employees of Allen & Company LLC, and their related parties.
The Reporting Persons disclaim beneficial ownership of all shares
held by such officers, employees and related parties.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Herbert A. Allen III, as President of Allen & Company LLC, as
President of Allen SBH II, LLC and as President of MBOGO Inc.
may be deemed to be a member of a group with such entities and
to beneficially own the shares held directly by each of such entities.
Mr. Allen and such entities disclaim that Mr. Allen and such entities
constitute a group for purposes of Rule 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").Further, Mr.
Allen disclaims beneficial ownership of the shares of the Issuer's
common stock held by such entities except to the extent of his pecuniary
interest therein. Mr. Allen holds dispositive power over 19,792 shares
held by certain of his family members but disclaims beneficial ownership
of the securities reported to be held by such family members. The
Reporting Persons have entered into a Joint Filing Agreement, a copy
of which is filed with this Schedule 13G as Exhibit 1, pursuant to which
the Reporting Persons have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) under the Exchange Act.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my 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.
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.
Date: February 11, 2009
Allen & Company LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH II, LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
MBOGO Inc.
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III
Title: President
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III
CUSIP NO: 727058208 Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with
respect to 234,432 shares of Common Stock of PlanetOut Inc. and further
agree that this Joint Filing Agreement shall be included as an exhibit to
such joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Schedule 13G and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided, however, that no party is responsible for the
completeness or accuracy of the information concerning any other party
making the filing, unless such party knows or has reason to believe that
such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on February 11, 2009.
Allen & Company LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH II, LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer
MBOGO Inc.
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III
Title: President
By: /s/ Herbert A. Allen III
--------------------------
Name: Herbert A. Allen III