Schedule 13D

Filed by: RAGING CAPITAL MANAGEMENT, LLC
Total Shares: 2,849,289
Subject Company: Immersion Corp - View Complete Ownership History Backtest
Filed as of Date: 05/12/2017
Event Date: 05/12/2017
Overall % Ownership: 9.8
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-1.6204 -7.4074 5.6713 -27.3148 50.8102 50.8102 253 -32.0602 129

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Raging Capital Management, LLC 0 2,849,289 0 2,849,289 2,849,289 9.8%
William C Martin 0 2,849,289 0 2,849,289 2,849,289 9.8%
View Original Filing on Edgar's

Raw Filing Contents

0001013594-17-000386.txt : 20170512
0001013594-17-000386.hdr.sgml : 20170512
20170512134634
ACCESSION NUMBER:		0001013594-17-000386
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20170512
DATE AS OF CHANGE:		20170512

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IMMERSION CORP
		CENTRAL INDEX KEY:			0001058811
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				943180138
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-57607
		FILM NUMBER:		17837757

	BUSINESS ADDRESS:	
		STREET 1:		50 RIO ROBLES
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95134
		BUSINESS PHONE:		408-467-1900

	MAIL ADDRESS:	
		STREET 1:		50 RIO ROBLES
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95134

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IMMERSION HUMAN INTERFACE CORP
		DATE OF NAME CHANGE:	19980602

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Raging Capital Management, LLC
		CENTRAL INDEX KEY:			0001444376
		IRS NUMBER:				204306350
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		TEN PRINCETON AVENUE
		STREET 2:		PO BOX 228
		CITY:			ROCKY HILL
		STATE:			NJ
		ZIP:			08553-0228
		BUSINESS PHONE:		6099100954

	MAIL ADDRESS:	
		STREET 1:		TEN PRINCETON AVENUE
		STREET 2:		PO BOX 228
		CITY:			ROCKY HILL
		STATE:			NJ
		ZIP:			08553-0228
SC 13D 1 immersioncorp13d-051217.htm MAY 12, 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Immersion Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
452521107
(CUSIP Number)
William C. Martin
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
(609) 357-1870

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 12, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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 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).


1.
NAMES OF REPORTING PERSONS
 
Raging Capital Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [ ]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
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
 
2,849,289
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
2,849,289
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,849,289
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
14.
TYPE OF REPORTING PERSON
 
IA
 


1.
NAMES OF REPORTING PERSONS
 
William C. Martin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [ ]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
2,849,289
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
2,849,289
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,849,289
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
14.
TYPE OF REPORTING PERSON
 
HC
 



Item 1.
Security and Issuer.
This statement relates to the shares of Common stock, $0.001 par value (the "Common Stock"), of Immersion Corporation, a Delaware corporation ("Issuer"). The Issuer's principal executive office is located at 50 Rio Robles, San Jose, California 95134.
Item 2.
Identity and Background.
(a) This statement is being filed by Raging Capital Management, LLC, a Delaware limited liability company ("Raging Capital") and by William C. Martin. 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.
Raging Capital is the Investment Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company ("Raging Master"), in whose name the Issuer's Common Stock, $0.001 par value per share (the "Shares") are held.  William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital.  Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012, as amended and restated on December 21, 2016 (the "IMA").  As a result, each of Raging Capital and William C. Martin may be deemed to beneficially own the Shares held by Raging Master. The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein.  Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the Shares held by it by virtue of its inability to vote or dispose of such Shares as a result of the IMA.
Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers of Raging Capital.  To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein
(b) The principal business address of each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553.
(c) The principal business of Raging Capital is serving as the Investment Manager of Raging Master. The principal occupation of Mr. Martin is serving as the Chairman, Chief Investment Officer and Managing Member of Raging Capital.
(d) and (e) During the last five years, no Reporting Person nor any person listed on Schedule A has 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) Raging Capital is organized under the laws of the State of Delaware. Mr. Martin is a citizen of the United States of America.

Item 3.
Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 2,849,289 Shares owned directly by Raging Master is approximately $24,885,284, including brokerage commissions.  Such Shares were acquired with the working capital of Raging Master.

Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.
Purpose of Transaction.
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make proposals with respect to, or with respect to potential changes in, the Issuer's: operations, management, certificate of incorporation and bylaws, composition of the Board, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.
Interest in Securities of the Issuer.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 29,166,974 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 28, 2017 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2017.
Raging Capital
(a)
As of the date hereof, Raging Capital may be deemed to beneficially own 2,849,289 shares of Common Stock by virtue of its relationship with Raging Master discussed in detail in Item 2.
Percentage: Approximately 9.8%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,849,289
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,849,289
Mr. Martin
(a)
As of the date hereof, Mr. Martin may be deemed to beneficially own 2,849,289 shares of Common Stock by virtue of his relationship with Raging Master discussed in detail in Item 2.
Percentage: Approximately 9.8%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote:  2,849,289
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,849,289
(c) Neither the Reporting Persons nor Raging Master have entered into any transactions in the Shares during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares.
(e) Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement.
Exhibit 99.2 Power of Attorney
Schedule A Executive Officers of Raging Capital Management, LLC

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
May 12, 2017
RAGING CAPITAL MANAGEMENT LLC
 
By:
   
       
       
 
By:
 /s/ Kenneth Traub
 
   
Name: Kenneth Traub
 
   
Title: Managing Partner
 


/s/ Kenneth Traub
 
Kenneth Traub, as attorney-in-fact for William C. Martin
 
   


SCHEDULE A


Executive Officers of Raging Capital Management, LLC


Name and Position
Present Principal Occupation
Business Address
 
William C. Martin,
Chairman, Chief Investment Officer and Managing Member
 
Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC
 
 
 
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
 
 
Frederick C. Wasch,
Chief Financial Officer
 
 
Chief Financial Officer of Raging Capital Management, LLC
 
 
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
 
 
 
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