Edgar Filing: HIGHFIELDS CAPITAL MANAGEMENT LP

Schedule 13G Amendment No.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

MCF CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

580395309

(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:

¨ Rule 13d-1(b)

x 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. 580395309		13G/A		Page 2 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Highfields Capital Management LP
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


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		1,063,798*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		1,063,798*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,063,798*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.99%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 3 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Highfields GP LLC
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


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		1,063,798*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		1,063,798*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,063,798*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.99%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 4 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Highfields Associates LLC
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


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		1,063,798*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		1,063,798*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,063,798*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.99%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 5 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Jonathon S. Jacobson
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

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		1,063,798*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		1,063,798*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,063,798*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.99%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 6 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Richard L. Grubman
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

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		1,063,798*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		1,063,798*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,063,798*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.99%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 7 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Highfields Capital III L.P.
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

		Cayman Islands, B.W.I.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		744,657*
		6. SHARED VOTING POWER

		—0—
		7. SOLE DISPOSITIVE POWER

		744,657*
		8. SHARED DISPOSITIVE POWER

		—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	744,657*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.0%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 4.


CUSIP No. 580395309		13G/A		Page 8 of 10 Pages

Item 1

(a).

Name of Issuer:

MCF Corporation (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

600 California Street, 9th Floor, San Francisco, California 94108

Item 2

(a).

Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, collectively, the “Funds”):

(i)

Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

(ii)

Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

(iii)

Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;

(iv)

Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates; and

(v)

Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates.

This statement is also being filed by Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I., with respect to the shares of Common Stock of the Issuer owned by Highfields III (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman).

Highfields Capital Management, Highfields GP, Highfields Associates, Highfields III, Mr. Jacobson and Mr. Grubman are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2

(b).

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

Address for Highfields Capital Management, Highfields GP, Highfields Associates,

Mr. Jacobson and Mr. Grubman:

c/o Highfields Capital Management

John Hancock Tower

200 Clarendon Street, 51st Floor

Boston, Massachusetts 02116

Address for Highfields III:

c/o Goldman Sachs (Cayman) Trust, Limited

Harbour Centre, Second Floor

George Town, Grand Cayman KY1-1103

Cayman Islands, B.W.I.

Item 2

(c).

Citizenship:

Highfields Capital Management – Delaware

Highfields GP – Delaware

Highfields Associates – Delaware

Jonathon S. Jacobson – United States

Richard L. Grubman – United States

Highfields III – Cayman Islands, B.W.I.

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2

(e).

CUSIP Number:

580395309

Item 3.

Not applicable.


CUSIP No. 580395309		13G/A		Page 9 of 10 Pages


Item 4.	Ownership.

	For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:

	(a)	Amount beneficially owned: 1,063,798 shares of Common Stock

	(b)	Percent of class: 9.99%

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

		(i)	Sole power to vote or to direct the vote: 1,063,798

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: 1,063,798

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	For Highfields III:

	(a)	Amount beneficially owned: 744,657 shares of Common Stock

	(b)	Percent of class: 7.0%

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

		(i)	Sole power to vote or to direct the vote: 744,657

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: 744,657

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	On April 3, 2003, the Issuer completed a private placement financing consisting of convertible promissory notes and warrants (the “Convertible Securities”). The Convertible Securities are convertible, subject to specified aggregate holding limits, into shares of Common Stock. As of December 31, 2006, the Reporting Persons directly held an aggregate of 1,017,860 shares of Common Stock, and as a result of such holding limits, were entitled to acquire no more than an additional 45,938 shares of Common Stock upon conversion of the Convertible Securities. The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of shares of Common Stock outstanding as of November 6, 2006.

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.

	The shares beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are beneficially owned by the Funds. Highfields III owns 7.0% of the shares and each of Highfields I and Highfields II individually owns less than 5% of the shares. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares owned by the Funds.

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.


CUSIP No. 580395309		13G/A		Page 10 of 10 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.

February 14, 2007

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella

Signature