s13ga_021312-realpage.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934
 

RealPage, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
75606N109
(CUSIP Number)
 
December 31, 2011
(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)
[  ]       Rule 13d-1(c)
[X]       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).
 
 
 
 
 
Page 2 of 9 Pages
CUSIP No. 75606N109

 
1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Apax Excelsior VI, L.P.
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
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
6,841,064 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
6,841,064 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
6,841,064 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
9.5% **
12)
Type of Reporting Person
PN

*   As of December 31, 2011.
** Based on 71,817,310 shares of Common Stock outstanding as of October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 8, 2011.

 
 

 
Page 3 of 9 Pages
CUSIP No. 75606N109

1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Apax Excelsior VI-A C.V.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
Netherlands
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
558,811*
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
558,811 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
558,811 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
0.8% **
12)
Type of Reporting Person
PN

*   As of December 31, 2011.
** Based on 71,817,310 shares of Common Stock outstanding as of October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 8, 2011.

 
 
 
Page 4 of 9 Pages
CUSIP No. 75606N109

1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Apax Excelsior VI-B C.V.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
Netherlands
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
372,272 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
372,272 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
372,272*
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
0.5% **
12)
Type of Reporting Person
PN

*   As of December 31, 2011.
** Based on 71,817,310 shares of Common Stock outstanding as of October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 8, 2011.

 
 
 
Page 5 of 9 Pages
CUSIP No. 75606N109

1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Patricof Private Investment Club III, L.P.
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
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
233,772 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
233,772 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
233,772 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
0.3% **
12)
Type of Reporting Person
PN


*   As of December 31, 2011.
** Based on 71,817,310 shares of Common Stock outstanding as of October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 8, 2011.


 
 
 
Page 6 of 9 Pages
CUSIP No. 75606N109

1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Apax Managers, 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
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
8,005,919 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
8,005,919 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
8,005,919 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
11.1% **
12)
Type of Reporting Person
PN

*   Represents 6,841,064 shares held by Apax Excelsior VI, L.P., 558,811 shares held by Apax Excelsior VI-A C.V.,  372,272 shares held by Apax Excelsior VI-B C.V. and 233,772 shares held by Patricof Private Investment Club III, L.P. as of December 31, 2011.
** Based on 71,817,310 shares of Common Stock outstanding as of October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 8, 2011.


 
 

 
Page 7 of 9 Pages
CUSIP No. 75606N109

Amendment No. 1 to Schedule 13G

Reference is hereby made to the Statement on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on April 11, 2011 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended as follows:

Item 4.                        Ownership.

(a) through (c):  The information requested in these paragraphs is set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 1 to Schedule 13G, and is incorporated herein by reference thereto.

 
 
 
Page 8 of 9 Pages
CUSIP No. 75606N109

SIGNATURE

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

 
Dated: February 13, 2012
 
 
APAX EXCELSIOR VI, L.P.
 
By:    Apax Excelsior VI Partners, L.P., its General Partner
 
 
By:
Apax Managers, Inc., its General Partner
 
 
By:
 
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Director

 
APAX EXCELSIOR VI-A C.V.
 
By:    Apax Excelsior VI Partners, L.P., its General Partner
 
 
By:
Apax Managers, Inc., its General Partner
 
 
By:
 
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Director

 
APAX EXCELSIOR VI-B C.V.
 
By:    Apax Excelsior VI Partners, L.P., its General Partner
 
 
By:
Apax Managers, Inc., its General Partner
 
 
By:
 
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Director


 
 
 
Page 9 of 9 Pages
CUSIP No. 75606N109


 
PATRICOF PRIVATE INVESTMENT CLUB III, L.P.
 
By:    Apax Excelsior VI Partners, L.P., its General Partner
 
 
By:
Apax Managers, Inc., its General Partner
 
By:
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Director

 
APAX MANAGERS, INC.
 
     
 
By:
/s/ John F. Megrue
   
Name:  John F. Megrue
Title:    Director