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UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE
COMMISSION
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OMB Number:
3235-0145
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Washington, D.C. 20549
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Expires: February 28, 2009
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SCHEDULE 13D
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Estimated average burden hours per response. . 14.5
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CardioNet, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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14159L103
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(CUSIP Number)
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Michael R. Murphy
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Discovery Group I, LLC
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191 North Wacker Drive
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Suite 1685
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Chicago, Illinois 60606
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Telephone Number: (312) 265-9600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 16, 2010
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 14159L103
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1.
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Names of Reporting Persons.
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,607,417
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,607,417
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,607,417
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
6.7%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 14159L103
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1.
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Names of Reporting Persons.
Discovery Group I, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,954,755
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,954,755
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,954,755
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
8.2%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 14159L103
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1.
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Names of Reporting Persons.
Daniel J. Donoghue
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,954,755
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,954,755
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,954,755
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
8.2%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 14159L103
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1.
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Names of Reporting Persons.
Michael R. Murphy
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,954,755
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,954,755
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,954,755
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
8.2%
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14.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of CardioNet, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 227 Washington Street, Conshohocken, Pennsylvania 19428. This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on March 8, 2010, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 24, 2010 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2.
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Item 3
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
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The total purchase price for the 1,954,755 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of April 19, 2010 was approximately $12,842,025, and the total purchase price for the 1,607,417 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $10,406,992. The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions. The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
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Item 5
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Interests in the Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
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The information concerning percentages of ownership set forth below is based on 23,879,394 shares of Common Stock reported outstanding as of March 15, 2010 in the Company’s Proxy Statement on Schedule 14A, filed on March 30, 2010.
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Discovery Equity Partners beneficially owns 1,607,417 shares of Common Stock as of April 19, 2010, which represents 6.7% of the outstanding Common Stock.
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Discovery Group beneficially owns 1,954,755 shares of Common Stock as of April 19, 2010, which represents 8.2% of the outstanding Common Stock.
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Mr. Donoghue beneficially owns 1,954,755 shares of Common Stock as of April 19, 2010, which represents 8.2% of the outstanding Common Stock.
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Mr. Murphy beneficially owns 1,954,755 shares of Common Stock as of April 19, 2010, which represents 8.2% of the outstanding Common Stock.
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Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
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The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.
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No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
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There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 2 included as Exhibit 2 to this Amendment No. 2, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 2.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
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Exhibit 2: Joint Filing Agreement dated as of April 20, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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April 20, 2010
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Date
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DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
By: Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Mark Buckley
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Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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Exhibit 1
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List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
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Exhibit 2
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Joint Filing Agreement dated as of April 20, 2010, by and among Discovery Equity Partners, Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3
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Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4
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Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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