UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Putnam Managed High Yield Trust
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
746819101
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(CUSIP Number)
James C. Roumell
Roumell Asset Management, LLC
3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
Phone: (301) 961-1570
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 8, 2006
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the
following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to the whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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Schedule 13D Amendment No. 1 Page 2
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CUSIP NO.: 746819101
1. NAMES OF REPORTING PERSONS
Roumell Asset Management, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-2145132
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,350,758
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,350,758
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,758 (1)
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12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.1%
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14. TYPE OF REPORTING PERSON
IA
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(1) The 1,350,758 shares are deemed to be owned beneficially by Roumell
Asset Management, LLC solely as a result of its discretionary power over
such shares as investment adviser. Roumell Asset Management, LLC has no
economic interest in these shares and thus disclaims beneficial ownership
thereof.
Schedule 13D Amendment No. 1 Page 3
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CUSIP NO.: 746819101
1. NAMES OF REPORTING PERSONS
James C. Roumell and Deborah Billet-Roumell
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,400
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400
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12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
*%
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14. TYPE OF REPORTING PERSON
IN
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* Less than 1%.
Schedule 13D Amendment No. 1 Page 4
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CUSIP NO: 746819101
This amendment no. 1 amends Schedule 13D (the "Statement"), dated
February 13, 2006. Except as set forth below, the information contained in the
Statement remains unchanged. To the extent that any information is provided
herein with respect to Putnam Managed High Yield Trust (the "Issuer"), such
information is provided based upon information that the Issuer has made
publicly available.
Items 3, 5, and 7 of the Statement are hereby amended to read in full as
follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Roumell Asset Management directed client accounts as to which it had
discretionary authority to purchase, for the clients' benefit and in the
clients' names (or in street names), 1,350,758 shares of common stock. The
aggregate purchase price was $10,603,042, inclusive of brokerage commissions.
The sources of funding for these purchases were individual client funds. Mr.
and Mrs. Roumell purchased 3,400 shares of common stock, as joint tenants
with right to survivorship, for a purchase price of $27,936.96, inclusive of
brokerage commissions. The source of funding for this purchase was
individual funds.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As determined by Rule 13d-3 of the Securities
Exchange Act of 1934, Roumell Asset Management may be said to have
beneficial ownership of an aggregate of 1,350,758 shares of the Issuer's
common stock, representing 18.1% of its outstanding shares (based upon
the information contained in the Issuer's semi-annual report filed
January 27, 2006). Mr. and Mrs. Roumell have beneficial ownership of
3,400 shares of the Issuer's common stock, representing less than 1% of
its outstanding shares (based upon the information contained in the
Issuer's semi-annual report filed January 27, 2006).
(b) Roumell Asset Management
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
1,350,758 shares of common stock
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
1,350,758 shares of common stock
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
0
The 1,350,758 shares are deemed to be owned beneficially by Roumell Asset
Management solely as a result of its discretionary power over such shares
as investment adviser. Roumell Asset Management has no economic interest
in these shares and thus disclaims beneficial ownership thereof.
(b) James C. Roumell and Deborah Billet-Roumell
As Joint Tenants With Right of Survivorship
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
3,400 shares of common stock
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
0
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
3,400
(c) During the 60 period ending March 13, 2006,
Roumell Asset Management conducted the following transactions in the
Issuer's common stock. Each of the above listed transactions was conducted
in the ordinary course of business on the open market for cash. Purchase and
sale prices include brokerage commissions paid.
Buy/Sell Date No. of Shares Purchase Price
--------- ---------- ------------- --------------
BUY 01/30/06 18,700 $8.0070
BUY 01/31/06 8,100 $8.0470
BUY 02/01/06 500 $8.0500
BUY 02/03/06 493,200 $7.9403-$8.0115
BUY 02/06/06 15,850 $8.04-$8.0499
BUY 02/07/06 7,600 $8.1000
BUY 02/08/06 5,500 $8.1000
BUY 02/09/06 9,700 $8.0992-$8.10
BUY 02/24/06 23,500 $8.0961
BUY 02/27/06 10,050 $8.1500
BUY 02/28/06 3,100 $8.1500
BUY 03/01/06 3,700 $8.1500
BUY 03/02/06 1,500 $8.1500
BUY 03/03/06 14,600 $8.13-$8.17
BUY 03/06/06 6,350 $8.1500
BUY 03/07/06 10,500 $8.1119
BUY 03/08/06 17,000 $8.0510
BUY 03/09/06 15,950 $8.03-$8.0408
BUY 03/10/06 12,000 $8.1475
BUY 03/13/06 46,000 $7.96-$8.15
Mr. and Mrs. Roumell did not have any transactions in the Issuer's common stock
during the 60 period ending March 13, 2006.
(d) Roumell Asset Management's advisory clients have the
right to receive or direct the receipt of dividends from, or the proceeds
from the sale of, the 1,350,758 shares of the Issuer's common stock. Mr. and
Mrs. Roumell have the right to receive or direct the receipt of dividends from,
or the proceeds from the sale of, the 3,400 shares of the Issuer's common
stock.
(e) Not Applicable.
Schedule 13D Amendment No. 1 Page 5
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CUSIP NO.: 746819101
Item 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Form of Roumell Asset Management, LLC Investment
Advisory Agreement (incorporated by reference from the
original Schedule 13D filed February 13, 2006).
Exhibit 2 Joint Filing Agreement by and among Roumell Asset Management,
LLC, James C. Roumell and Deborah Billet-Roumell.
Schedule 13D Amendment No. 1 Page 6
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SIGNATURE
After reasonable inquiry and to the best of his/hers/its knowledge and
belief, each of the undersigned Reporting Persons certifies that the
information set forth in this statement with respect to him/her/it is
true, complete and correct.
Dated: March 14, 2006
Roumell Asset Management, LLC
By: /s/ James C. Roumell
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Name: James C. Roumell
Title: President
James C. Roumell and Deborah
Billet-Roumell,Joint Tenants With
Right of Survivorship
By: /s/ James C. Roumell
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James C. Roumell
Exhibit 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree, as of March 14, 2006, that only
one statement containing the information required by Schedule 13D, and
each amendment thereto, need be filed with respect to the ownership by each
of the undersigned of shares of common stock of Putnam Managed High Yield
Trust, and such statement to which this Joint Filing Agreement is attached
as Exhibit 2 is filed on behalf of each of the undersigned.
ROUMELL ASSET MANAGEMENT, LLC
By: /s/ James C. Roumell
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James C. Roumell
President
JAMES C. ROUMELL AND DEBORAH
BILLET-ROUMELL, JOINT
TENANTS WITH RIGHT OF
SURVIVORSHIP
By: /s/ James C. Roumell
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James C. Roumell