THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
IZEA, Inc.
(Name of Issuer)
Common Stock, Par Value $.0001
(Title of Class of Securities)
46603N202
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 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. 46603N202
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
21,714,288**
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
21,714,288**
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 21,714,288**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 19.99**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (?AWM?), is the
investment adviser to Special Situations Private Equity Fund, L.P.
(?SSPE?), Special Situations Technology Fund, L.P. (?TECH?) and
Special Situations Technology Fund II, L.P. (?TECH II?) (SSPE, TECH
and TECH II will hereafter be referred to as the ?Funds?). As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 4,000,000 shares of Common Stock of the Issuer (the
?Shares?) and 4,000,000 Warrants* held by SSPE, 1,028,572 Shares and
1,028,572 Warrants* held by TECH and 5,828,572 Shares and 5,828,572
Warrants* held by TECH II. Austin W. Marxe (?Marxe?), David M.
Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?) previously
reported the Shares held by the Funds on Schedule 13G. Accordingly,
reference should be made to Marxe, Greenhouse and Stettner (CIK
#0001044321) for any prior filings with the Securities and Exchange
Commission relating to the Shares held by each of the Funds. See
Items 2 and 4 of this Schedule for additional information.
Item 1(a). Name Of Issuer: IZEA, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
480 N. Orlando Avenue, Suite 200
Winter Park, Florida 32789
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (?AWM?), which is the investment adviser
to Special Situations Private Equity Fund, L.P., a Delaware
limited partnership (?SSPE?), Special Situations Technology
Fund, L.P., a Delaware limited partnership (?TECH?) and Special
Situations Technology Fund II, L.P., a Delaware limited
partnership (?TECH II?), (SSPE, TECH and TECH II, will
hereafter be referred to as the ?Funds?). The principal
business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?)
and Adam C. Stettner (?Stettner?) are members of: MG Advisers,
L.L.C., a New York limited liability company (?MG?), the
general partner of SSPE; and SST Advisers, L.L.C., a Delaware
limited liability company (?SSTA?), the general partner of TECH
and TECH II. Marxe, Greenhouse and Stettner are also
controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, Par
Value $.0001
Item 2(e). CUSIP No.: 46603N202
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
(a) Amount Beneficially Owned: 21,714,288**
(b) Percent of Class: 19.99%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 21,714,288**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
21,714,288**
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 4,000,000 shares of Common Stock of the Issuer (the
?Shares?) and 4,000,000 Warrants* held by SSPE, 1,028,572 Shares and
1,028,572 Warrants* held by TECH and 5,828,572 Shares and 5,828,572
Warrants* held by TECH II. Marxe, Greenhouse and Stettner are members
of: MG, the general partner of SSPE, SSTA, the general partner of TECH
and TECH II. Marxe, Greenhouse and Stettner are also controlling
principals of AWM. Marxe, Greenhouse and Stettner previously reported
the Shares held by the Funds on Schedule 13G. Accordingly, reference
should be made to Marxe, Greenhouse and Stettner (CIK #0001044321) for
any prior filings with the Securities and Exchange Commission relating
to the Shares held by each of the Funds.
*The Warrants described above may be exercised to the extent that the
total number of Shares of Common Stock then beneficially owned does
not exceed 19.99% of the outstanding 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. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
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.
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: January 20, 2015
AWM INVESTMENT COMPANY, INC.
By:
Name: David M. Greenhouse
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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