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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: |
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SCHEDULE 13G |
Estimated average burden hours per response. . 10.4 |
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Cholestech Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
170393102
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
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).
CUSIP No. 170393102
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1. |
Names of Reporting
Persons/ Discovery Equity Partners, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only
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4. |
Citizenship or Place of
Organization Illinois |
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Number of |
5. |
Sole Voting Power None |
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6. |
Shared Voting Power
540,795 |
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7. |
Sole Dispositive Power
None |
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8. |
Shared Dispositive Power 540,795 |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person 540,795 |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
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11. |
Percent of Class
Represented by Amount in Row (9) 3.6 % |
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12. |
Type of Reporting Person
PN |
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CUSIP No. 170393102 |
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1. |
Names of Reporting Persons/ I.R.S. Identification Nos.
of above persons (entities only) Discovery Group I, LLC |
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2. |
Check the Appropriate Box
if a Member of a Group
Not Applicable |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only
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4. |
Citizenship or Place of
Organization Delaware |
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Number of |
5. |
Sole Voting Power None |
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6. |
Shared Voting Power
622,969 |
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7. |
Sole Dispositive Power
None |
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8. |
Shared Dispositive Power 622,969 |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person 622,969 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable |
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11. |
Percent of Class
Represented by Amount in Row (9) 4.1 % |
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12. |
Type of Reporting Person (See Instructions) OO |
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CUSIP No. 170393102 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Daniel J. Donoghue |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only
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4. |
Citizenship or Place of
Organization U.S.A. |
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Number of |
5. |
Sole Voting Power None |
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6. |
Shared Voting Power
622,969 |
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7. |
Sole Dispositive Power
None |
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8. |
Shared Dispositive Power 622,969 |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person 622,969 |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable |
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11. |
Percent of Class
Represented by Amount in Row (9) 4.1 % |
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12. |
Type of Reporting Person
(See Instructions) IN |
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CUSIP No. 170393102 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Michael R. Murphy |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only
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4. |
Citizenship or Place of
Organization U.S.A. |
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Number of |
5. |
Sole Voting Power None |
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6. |
Shared Voting Power
622,969 |
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7. |
Sole Dispositive Power
None |
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8. |
Shared Dispositive Power 622,969 |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person 622,969 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable |
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11. |
Percent of Class
Represented by Amount in Row (9) 4.1 % |
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12. |
Type of Reporting Person (See Instructions) IN |
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Item 1. |
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(a) |
Name of Issuer Cholestech Corporation |
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(b) |
Address of Issuers
Principal Executive Offices 3347 Investment Boulevard, Hayward, California 94545 |
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Item 2. |
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(a) |
Name of Person Filing Discovery Equity Partners, L.P. (Discovery Partners) |
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(b) |
Address of Principal
Business Office or, if none, Residence Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at: 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606 |
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(c) |
Citizenship Discovery Partners is an Illinois limited
partnership |
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(d) |
Title of Class of
Securities Common Stock, no par value |
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(e) |
CUSIP Number
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Item 3. |
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
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Not Applicable |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: Discovery Partners 540,795 |
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(b) |
Percent of class: Discovery Partners 3.6 % The foregoing percentages are based on 15,153,903 shares of Common Stock of the Issuer identified in Item 1 outstanding as of October 31, 2006, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2006. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote None |
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(ii) |
Shared power to vote or to direct the vote Discovery Partners 540,795 |
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(iii) |
Sole power to dispose or to direct the disposition of None |
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(iv) |
Shared power to dispose or to direct the disposition of Discovery Partners 540,795 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
Not Applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not Applicable. |
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Item 10. |
Certification |
By signing below I certify that, to the best of my 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. |
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.
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February 12, 2007 |
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Date |
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DISCOVERY GROUP I, LLC, |
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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/ Robert M. McLennan |
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Robert M.
McLennan |
Exhibit Index
Exhibit 1 |
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Joint Filing Agreement dated as of February 12, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy. |
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Exhibit 2 |
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Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006 |
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Exhibit 3 |
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Power of Attorney of Michael R. Murphy, dated as of August 24, 2006 |