sc13da2_answers-081010.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
ANSWERS CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
 
03662X 10 0
(CUSIP Number)
 
Suzanne Present
Marlin Sams Fund, L.P.
645 Fifth Avenue
New York, NY 10022
 (212) 843-0542
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
 
August 10, 2010
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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(b) 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 (the “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. 03662X 10 0
13D
Page  2 of 11
     



1
NAME OF REPORTING PERSON
 
Marlin Sams Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) o
                          (b) x
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
    340,500
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
    340,500
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                         o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
PN


 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 3 of 11
     



1
NAME OF REPORTING PERSON
 
William M. Sams
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                        (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
U.S.A.
 
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
340,500
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
340,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                         o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
IN

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 4 of 11
     



1
NAME OF REPORTING PERSON
 
Suzanne Present
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                        (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
U.S.A.
 
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
340,500
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
340,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                         o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
IN

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 5 of 11
     




1
NAME OF REPORTING PERSON
 
Marlin Sams GenPar, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                        (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
    340,500
8
SHARED VOTING POWER
 
    -0-
9
SOLE DISPOSITIVE POWER
 
    340,500
10
SHARED DISPOSITIVE POWER
 
    -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                         o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 
 
CUSIP No. 03662X 10 0
  
Page 6 of 11
     



1
NAME OF REPORTING PERSON
 
Gladwyne Marlin GenPar, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                        (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
    -0-
8
SHARED VOTING POWER
 
    340,500
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
    340,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
                                                         o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
OO


 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 7 of 11
     



1
NAME OF REPORTING PERSON
 
Michael Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                        (b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
 
U.S.A.
 
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
    340,500
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
     340,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    340,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                         o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 8 of 11
     


This Amendment No. 2 to Schedule 13D is filed by Marlin Sams Fund, L.P., a Delaware limited partnership (the “Fund”), Marlin Sams GenPar, LLC, a Delaware limited liability company and the general partner of the Fund (the “General Partner”), William M. Sams, a member of the General Partner (“Sams”), Gladwyne Marlin GenPar, LLC, a Delaware limited liability company and a member of the General Partner (“Gladwyne”), Suzanne Present, a member of Gladwyne, and Michael Solomon, a member of Gladwyne (together, the “Reporting Persons”), to amend and supplement the Schedule 13D, dated August 6, 2008, as amended by Amendment No. 1, dated December 18, 2008, with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Answers Corporation, a Delaware corporation (the “Company”).
 
Item 1.  Security and Issuer.
 
No material change.
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.  Purpose of Transaction.
 
No material change.
 
Item 5.  Interest in Securities of the Issuer.
 
(a)  
This Item 5(a) is hereby amended and restated in its entirety as follows:
 
The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based upon 7,961,647 shares of Common Stock outstanding as of August 9, 2010, which is the total number shares of Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on August 11, 2010. Based on calculations made in accordance with  Rule 13d-3(d), the Fund, the General Partner, Sams, Gladwyne, Suzanne Present and Michael Solomon may be deemed to beneficially own 340,500 shares of Common Stock, approximately 4.3% of the outstanding shares of Common Stock.
 
(b)  
This Item 5(b) is hereby amended and restated in its entirety as follows:
 
(i)   Each of the Fund and the General Partner may be deemed to have sole power to direct the voting and disposition of the 340,500 shares of Common Stock that are directly owned by the Fund.
 

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 9 of 11
     

 
(ii)  By virtue of the relationships between and among the Reporting Persons described in Item 2, Sams may be deemed to share the power to direct the voting and disposition of the 340,500 shares of Common Stock directly owned by the Fund.
 
(iii)   By virtue of the relationship between and among the Reporting Persons described in Item 2, Gladwyne may be deemed to share the power to direct the voting and disposition of the 340,500 shares of Common Stock directly owned by the Fund.
 
(iv)   By virtue of the relationship between and among the Reporting Persons described in Item 2, Suzanne Present may be deemed to share the power to direct the voting and disposition of 340,500 shares of Common Stock directly owned by the Fund.
 
(v)  By virtue of the relationship between and among the Reporting Persons described in Item 2, Michael Solomon may be deemed to share the power to direct the voting and disposition of the 340,500 shares of Common Stock directly owned by the Fund.
 
(c)  
This Item 5(c) is hereby amended and restated in its entirety as follows:
 
Except as set forth in this Item 5(c), Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in shares of  Common Stock during the past  60 days.  The dates upon which the Common Stock was purchased, the number of shares of  Common Stock purchased and the price per share for all transactions in the shares of Common Stock in the past 60 days by Reporting Persons are set forth on the table below:
 
Marlin Sams Fund, L.P.
Trade Date
Common Stock
Price Per Share
8/10/2010
(40,900)
$6.9840
8/11/2010
(111,900)
$5.3352
8/12/2010
(141,700)
$4.8565

(d)  
No material change.
 
(e)  
The Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock on August 12, 2010.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
Not applicable.
 

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 10 of 11
     

 
Item 7.  Materials to be Filed as Exhibits.
 
Exhibit 1:
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

 
 
 
 
CUSIP No. 03662X 10 0
13D
Page 11 of 11
     


SIGNATURES
 
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.
 
Dated:  August 12, 2010.
 
 

 
  MARLIN SAMS FUND, L.P.  
       
 
By:
Marlin Sams Genpar, LLC
Its general partner
  
         
  By: Gladwyne Marlin GenPar, LLC  
    A Managing Member  
         
  By: /s/ Suzanne Present  
    Name:  Suzanne Present  
    Title:    A Managing Member  
 
  MARLIN SAMS GENPAR, LLC  
       
 
By:
Gladwyne Marlin GenPar, LLC
A Managing Member
  
         
  By: /s/ Suzanne Present  
    Name:  Suzanne Present  
    Title:    A Managing Member  
 
  WILLIAM M. SAMS  
       
  /s/ William M. Sams  
 
  GLADWYNE MARLIN GENPAR, LLC  
       
  By: /s/ Suzanne Present  
    Name:  Suzanne Present  
    Title:    A Managing Member  
 
  SUZANNE PRESENT  
       
  /s/ Suzanne Present  
 
  MICHAEL SOLOMON  
       
  /s/ Michael Solomon