| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/27/2012 |
3. Issuer Name and Ticker or Trading Symbol
ANAREN INC [ ANEN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $.01 per share | 1,520,000 | I | Please see footnotes(1)(2)(3)(4)(5)(6)(7) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 is being filed jointly by Vintage Partners, L.P., a Delaware limited partnership ("Vintage Partners"), Vintage Partners GP, LLC, a Delaware limited liability company ("Partners GP"), Vintage Avenue, L.P., a Delaware limited partnership ("Vintage Avenue"), Vintage Avenue GP, LLC, a Delaware limited liability company ("Avenue GP"), Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. |
| 2. Vintage Partners owns 442,804 shares of common stock, par value $.01 per share ("Common Stock"), of Anaren, Inc. both beneficially and as direct owner. Vintage Avenue owns 1,077,196 shares of Common Stock both beneficially and as direct owner. Vintage Partners and Vintage Avenue each disclaims beneficial ownership of the shares of Common Stock owned beneficially and directly by the other. |
| 3. Partners GP, as the general partner of Vintage Partners, has the power to direct the voting and disposition of the shares of Common Stock that Vintage Partners owns beneficially and directly, and accordingly may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock owned beneficially and directly by Vintage Partners. Partners GP disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. |
| 4. Avenue GP, as the general partner of Vintage Avenue, has the power to direct the voting and disposition of the shares of Common Stock that Vintage Avenue owns beneficially and directly, and accordingly may be deemed to be the beneficial owner of the shares of Common Stock owned beneficially and directly by Vintage Avenue. Avenue GP disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. |
| 5. Vintage Capital, as the investment manager of Vintage Partners and Vintage Avenue, has the power to direct the voting and disposition of the shares of Common Stock that Vintage Partners and Vintage Avenue own beneficially and directly, and accordingly may be deemed to be the beneficial owner of the shares of Common Stock owned beneficially and directly by Vintage Partners and Vintage Avenue. Vintage Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. |
| 6. Kahn Capital, as a member and the majority owner of each of Partners GP, Avenue GP and Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock that Vintage Partners and Vintage Avenue own beneficially and directly, and accordingly may be deemed to be the beneficial owner of the shares of Common Stock owned beneficially and directly by Vintage Partners and Vintage Avenue. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. |
| 7. Mr. Kahn, as the manager of each of Partners GP, Avenue GP, Vintage Capital and Kahn Capital, has the power to direct the voting and disposition of the shares of Common Stock that Vintage Partners and Vintage Avenue own beneficially and directly, and accordingly may be deemed to be the beneficial owner of the shares of Common Stock owned beneficially and directly by Vintage Partners and Vintage Avenue. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. |
| Vintage Partners, L.P., by: Vintage Partners GP, LLC, its General Partner, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| Vintage Partners GP, LLC, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| Vintage Avenue, L.P., by: Vintage Avenue GP, LLC, its General Partner, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| Vintage Avenue GP, LLC, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 01/31/2012 | |
| /s/ Brian R. Kahn | 01/31/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||