FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Discovery Group I, LLC
2. Issuer Name and Ticker or Trading Symbol

OFFICIAL PAYMENTS HOLDINGS, INC. [ OPAY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

191 N. WACKER DRIVE SUITE 1685, 
3. Date of Earliest Transaction (MM/DD/YYYY)

6/5/2012
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/5/2012     S    1201   (1) D $4.3036   (3) 1997151   I   By Discovery Equity Partners, L.P.   (1)
Common Stock   6/5/2012     S    199   (2) D $4.3036   (3) 344987   I   By Pleiades Investment Partners - D, L.P   (2)
Common Stock   6/6/2012     S    8416   (1) D $4.3928   (4) 1988735   I   By Discovery Equity Partners, L.P.   (1)
Common Stock   6/6/2012     S    1393   (2) D $4.3928   (4) 343594   I   By Pleiades Investment Partners - D, L.P   (2)
Common Stock   6/7/2012     S    10124   (1) D $4.4083   (5) 1978611   I   By Discovery Equity Partners, L.P.   (1)
Common Stock   6/7/2012     S    1676   (2) D $4.4083   (5) 341918   I   By Pleiades Investment Partners - D, L.P   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Discovery Group I, LLC is the General Partner of Discovery Equity Partners, L.P., which is a discretionary client of the reporting person, that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
( 2)  Discovery Group I, LLC is an investment manager for Pleiades Investment Partners - D, L.P., which is a discretionary client of the reporting person, that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
( 3)  This transaction was executed in multiple trades at prices ranging from $4.30 - $4.3050. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected
( 4)  This transaction was executed in multiple trades at prices ranging from $4.35 - $4.55. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected
( 5)  This transaction was executed in multiple trades at prices ranging from $4.40 - $4.49. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected

Remarks:
Michael R. Murphy and Daniel J. Donoghue are managing members of Discovery Group I, LLC, and each disclaims beneficial ownership of the reported
securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Discovery Group I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL 60606

X

Donoghue Daniel J
C/O DISCOVERY GROUP I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL 60606

X

Murphy Michael R
C/O DISCOVERY GROUP I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL 60606

X


Signatures
Michael R. Murphy, Managing Member 6/7/2012
** Signature of Reporting Person Date

Daniel J. Donoghue 6/7/2012
** Signature of Reporting Person Date

Michael R. Murphy 6/7/2012
** 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 4(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 control number.
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