Edgar Filing: GLU MOBILE INC

Schedule 13G Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

Information to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2

(Amendment No. 2)

GLU MOBILE INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

379890106

(CUSIP Number)

December 31, 2012

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)

(Page 1 of 17 Pages)


CUSIP No. 379890106		13 G/A		Page 2 of 17 Pages


1	NAME OF REPORTING PERSON Foundation 9 Entertainment, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON CO


CUSIP No. 379890106		13 G/A		Page 3 of 17 Pages


1	NAME OF REPORTING PERSON F9E Holdco, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON OO


CUSIP No. 379890106		13 G/A		Page 4 of 17 Pages


1	NAME OF REPORTING PERSON Francisco Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON OO


CUSIP No. 379890106		13 G/A		Page 5 of 17 Pages


1	NAME OF REPORTING PERSON Francisco Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON PN


CUSIP No. 379890106		13 G/A		Page 6 of 17 Pages


1	NAME OF REPORTING PERSON Francisco Partners Fund A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON PN


CUSIP No. 379890106		13 G/A		Page 7 of 17 Pages


1	NAME OF REPORTING PERSON Francisco Partners Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON OO


CUSIP No. 379890106		13 G/A		Page 8 of 17 Pages


1	NAME OF REPORTING PERSON FP Annual Fund Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 0
		6	SHARED VOTING POWER 600,000 see Note 1
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 600,000 see Note 1
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 see Note 1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9 %
12	TYPE OF REPORTING PERSON OO


CUSIP No. 379890106		13 G/A		Page 9 of 17 Pages

ITEM 1.

(a)

Name of Issuer:

Glu Mobile Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

45 Fremont Street, Suite 2800

San Francisco, California 94105

ITEM 2.

(a)

Name of Person Filing:

Foundation 9 Entertainment, Inc. (“F9E”)

F9E Holdco, LLC (“F9E Holdco”)

Francisco Partners GP, LLC, a Delaware limited liability company (“FPGP”)

Francisco Partners, L.P., a Delaware limited partnership (“FPLP”)

Francisco Partners Fund A, L.P., a Delaware limited partnership (“FP A LP”)

Francisco Partners Management, L.P., a Delaware limited partnership (“Management LP”)

FP Annual Fund Investors, LLC, a Delaware limited liability company (“FP LLC”)

Collectively, F9E, F9E Holdco, FPGP, FPLP, FP A LP, Management LP and FP LLC are referred to herein as the “Reporting Persons”

(b)

Address of Principal Business Office or, if None, Residence:

The address for F9E is:

9 Pasteur, Suite 100

Irvine, California 92618

The address for each of the other Reporting Persons is:

One Letterman Drive, Building C, Suite 410

San Francisco, California 94129

(c)

Citizenship:

The place of organization of each of the Reporting Persons is:

State of Delaware, U.S.A.

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”)


CUSIP No. 379890106		13 G/A		Page 10 of 17 Pages


	(e)	CUSIP Number:

		379890106

ITEM 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	Not applicable.



ITEM 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		600,000 by each of the Reporting Personssee Note 1

	(b)	Percent of class:

		0.9 % by each of the Reporting Persons The percent of class is based on 65,942,295 shares of Common Stock, par value $0.0001 per share of the Issuer outstanding as of November 1, 2012 (based on the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2012 for the quarterly period ended September 30, 2012).

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			0

		(ii)	Shared power to vote or to direct the vote:

			600,000 by each of the Reporting Persons see Note 1

		(iii)	Sole power to dispose or to direct the disposition of:

			0


CUSIP No. 379890106		13 G/A		Page 11 of 17 Pages


		(iv)	Shared power to dispose or to direct the disposition of:

			600,000 by each of the Reporting Persons see Note 1

	Note 1 F9E is the record and beneficial owner of the 600,000 shares of Common Stock (the “Shares”), representing approximately 0.9 % of the outstanding shares of Common Stock. F9E Holdco owns a majority of the shares of F9E and may be deemed the beneficial owner of the Shares. FPLP, FP A LP and FP LLC, as members of F9E Holdco, may be deemed the beneficial owners of the Shares. Management LP is the managing member of FP LLC, and FPGP is the general partner of FPLP and FP A LP. In its capacity as the managing member of FP LLC, Management LP may be deemed the beneficial owner of the Shares. In its capacity as the general partner of each of FPLP and FP A LP, FPGP may be deemed the beneficial owner of the Shares. Except to the extent of its interest as a majority shareholder of F9E, F9E Holdco expressly disclaims such beneficial ownership and the filing of this Statement shall not be construed as an admission that F9E Holdco is a beneficial owner of the Shares. Except to the extent of their interests as members of F9E Holdco, FPLP, FP A LP and FP LLC expressly disclaim such beneficial ownership and the filing of this Statement shall not be construed as an admission that FPLP, FP A LP and FP LLC are beneficial owners of the Shares. Except to the extent of its interest as managing member of FP LLC, Management LP expressly disclaims such beneficial ownership and the filing of this Statement shall not be construed as an admission that Management LP is a beneficial owner of the Shares. Except to the extent of its interest as general partner of each of FPLP and FP A LP, FPGP expressly disclaims such beneficial ownership and the filing of this Statement shall not be construed as an admission that FPGP is the beneficial owner of the Shares.

ITEM 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

ITEM 6.	Ownership of More than Five Percent on Behalf of Another Person

	The right to receive dividends on, and proceeds from the sale of, the Shares is governed by the limited liability company agreement of each of F9E Holdco and FP LLC, the limited partnership agreement of each of FPLP, FP A LP and Management LP and the operating agreement of FPGP, and such dividends or proceeds may be distributed with respect to the member interests and general and limited partnership interests in accordance therewith.


CUSIP No. 379890106		13 G/A		Page 12 of 17 Pages


ITEM 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

		See Exhibit I

ITEM 8.		Identification and Classification of Members of the Group

		See Exhibit II

ITEM 9.		Notice of Dissolution of Group

		Not applicable

ITEM 10.		Certifications

		By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 379890106		13 G/A		Page 13 of 17 Pages

SIGNATURE

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: February 7, 2013


FOUNDATION 9 ENTERTAINMENT, INC.

By:		/s/ Steven L. Sardegna


Name:		Steven L. Sardegna
Title:		Executive Vice President, Chief Financial Officer



F9E HOLDCO, LLC
By: Francisco Partners, L.P., its Managing Member
By: Francisco Partners GP, LLC, its General Partner

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Authorized Person



FRANCISCO PARTNERS GP, LLC

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Manager/Member



FRANCISCO PARTNERS, L.P.
By: Francisco Partners GP, LLC, its General Partner

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Manager/Member



FRANCISCO PARTNERS FUND A, L.P.
By: Francisco Partners GP, LLC, its General Partner

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Manager/Member


CUSIP No. 379890106		13 G/A		Page 14 of 17 Pages


FRANCISCO PARTNERS MANAGEMENT, L.P.
By: Francisco Partners Management GP, LLC, its General Partner

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Authorized Person


FP ANNUAL FUND INVESTORS, LLC
By: Francisco Partners Management, L.P., its Managing Member
By: Francisco Partners Management GP, LLC, its General Partner

By:		/s/ Ben Ball


Name:		Ben Ball
Title:		Manager/Member


CUSIP No. 379890106		13 G/A		Page 15 of 17 Pages

EXHIBIT INDEX

Exhibit I — Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Exhibit II — Identification and Classification of Members of the Group

Exhibit III — Joint Filing Agreement¹

¹	Incorporated herein by reference to the Joint Filing Agreement, dated as of August 12, 2011, previously filed with the Schedule 13G filed by the Reporting Persons on August 12, 2011.


CUSIP No. 379890106		13 G/A		Page 16 of 17 Pages

EXHIBIT I

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

F9E is the record and beneficial owner of the Shares. F9E Holdco owns a majority of the shares of F9E and therefore is the control person of F9E and may be deemed the beneficial owner of the Shares. FPLP, FP A LP and FP LLC, as members of F9E Holdco, may be deemed the beneficial owners of the Shares. Management LP is the managing member and therefore control person of FP LLC, and FPGP is the general partner and therefore control person of FPLP and FP A LP. In its capacity as the managing member of FP LLC, Management LP may be deemed the beneficial owner of the Shares. In its capacity as the general partner of each of FPLP and FP A LP, FPGP may be deemed the beneficial owner of the Shares.


CUSIP No. 379890106		13 G/A		Page 17 of 17 Pages

EXHIBIT II

Identification and Classification of Members of the Group

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the Shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group.