UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

NeuStar, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

 

64126X 20 1

(CUSIP Number)

 

December 31, 2013

(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)
xRule 13d-1(c)
¨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.  64126X 20 1

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Prescott General Partners LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                            (a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

3,890,677

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

3,890,677

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,890,677

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.2%

 

12

TYPE OF REPORTING PERSON

 

OO

 

 

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CUSIP No.  64126X 20 1

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Thomas W. Smith

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                            (a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

1,310,000

 

6

SHARED VOTING POWER

 

   302,188

 

7

SOLE DISPOSITIVE POWER

 

1,310,000

 

8

SHARED DISPOSITIVE POWER

 

   302,188

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,612,188

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.6%

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

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CUSIP No.  64126X 20 1

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Scott J. Vassalluzzo

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                            (a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

   197,088

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

   197,088

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

197,088

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

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Explanatory Note:

 

The following constitutes Amendment No. 2 (the “Amendment”) to the joint filing on Schedule 13G by Thomas W. Smith, Scott J. Vassalluzzo and Steven M. Fischer originally filed with the Securities and Exchange Commission on April 8, 2011, as amended by Amendment No. 1 filed by Prescott General Partners LLC (“PGP”), Thomas W. Smith and Scott J. Vassalluzzo with the SEC on January 1, 2012 (as amended, the “Schedule 13G”). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13G.

 

ITEM 1.(a)Name of Issuer:

  

NeuStar, Inc.

 

(b)Address of Issuer's Principal Executive Offices:

 

21575 Ridgetop Circle

Sterling, VA 20166

 

ITEM 2.(a)Name of Person Filing:

 

(i) PGP

 

(ii) Thomas W. Smith

 

(iii) Scott J. Vassalluzzo

 

The joint filing of this statement shall not be deemed to be an admission that the reporting persons (the “Reporting Persons”) comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment authority.

 

(b)Address of Principal Business Office:

 

The following is the address of the principal business office of each of the Reporting Persons:

 

2200 Butts Road, Suite 320

Boca Raton, FL 33431

 

(c)Citizenship:

 

PGP is a Delaware limited liability company. Each of Thomas W. Smith and Scott J. Vassalluzzo is a United States citizen.

 

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(d)Title of Class of Securities:

 

Class A Common Stock, $0.001 par value

 

(e)CUSIP Number:

 

64126X 20 1

 

ITEM 3.If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]

 

ITEM 4.Ownership

 

(a)PGP – 3,890,677 shares; Thomas W. Smith – 1,612,188 shares; Scott J. Vassalluzzo – 197,088 shares.

 

(b)PGP – 6.2%; Thomas W. Smith – 2.6%; Scott J. Vassalluzzo – 0.3%.

 

(c)PGP, as the general partner of the Partnerships, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 3,890,677 shares held by the Partnerships. Mr. Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 1,310,000 shares. Mr. Vassalluzzo has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of no shares. In their capacities as investment managers for certain managed accounts, Messrs. Smith and Vassalluzzo may be deemed to have the shared power to vote or to direct the vote of and to dispose or to direct the disposition of 302,188 and 197,088 shares, respectively. Voting and investment authority over investment accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the investment account.

 

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

 

Not applicable.

 

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

 

PGP, as the general partner of the Partnerships, may be deemed to beneficially own 3,890,677 shares held by the Partnerships. Messrs. Smith and Vassalluzzo in the aggregate beneficially own 367,688 shares in their capacities as investment managers for certain managed accounts. The Partnerships and the managed accounts have the right to receive dividends from, and the proceeds from the sale of, the shares held by the Partnerships and the managed accounts, respectively. Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the managed account.

 

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

 

Not applicable.

 

ITEM 8.Identification and Classification of Members of the Group

 

Not applicable.

 

ITEM 9.Notice of Dissolution of Group

 

Not applicable.

 

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.

 

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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.

 

Date:February 14, 2014

 

  PRESCOTT General partners LLC
   
  /s/ Scott J. Vassalluzzo
  Name:  Scott Vassalluzzo
  Title:  Managing Member
   
  /s/ Thomas W. Smith
  Thomas W. Smith
   
  /s/ Scott J. Vassalluzzo
  Scott J. Vassalluzzo

 

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JOINT FILING AGREEMENT

 

The undersigned agree that the foregoing Amendment No. 2 to the statement on Schedule 13G, dated February 14, 2014, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

 

Date:February 14, 2014

 

  PRESCOTT General partners LLC
   
  /s/ Scott J. Vassalluzzo
  Name:  Scott Vassalluzzo
  Title:  Managing Member
   
  /s/ Thomas W. Smith
  Thomas W. Smith
   
  /s/ Scott J. Vassalluzzo
  Scott J. Vassalluzzo

 

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