Edgar Filing: OBUS NELSON

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â WYNNEFIELD PARTNERS SMALL CAP VALUE LP

2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2013

3. Issuer Name and Ticker or Trading Symbol
ARI NETWORK SERVICES INC /WI [ARIS]

(Last)

(First)

(Middle)

450 SEVENTH AVENUE,Â SUITE 509

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10123

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	368,465	D ⁽¹⁾ ⁽⁴⁾	Â
Common Stock, $0.001 par value per share	585,861	I	See footnote ⁽²⁾
Common Stock, $0.001 par value per share	273,999	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â
LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK,Â NYÂ 10123	Â	Â X	Â	Â

Signatures

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member_		04/15/2013
^**Signature of Reporting Person		Date
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member		04/15/2013
^**Signature of Reporting Person		Date
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President		04/15/2013
^**Signature of Reporting Person		Date
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member		04/15/2013
^**Signature of Reporting Person		Date
WYNNEFIELD CAPITAL, INC.,/s/ Nelson Obus, President		04/15/2013
^**Signature of Reporting Person		Date
/s/ Nelson Obus		04/15/2013
^**Signature of Reporting Person		Date
/s/ Joshua Landes		04/15/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Wynnefield Partners Small Cap Value, L.P. (the "Reporting Person") directly beneficially owns 368,465 shares of common stock, par value $0.001 per share ("Common Stock") (including 90,000 presently exercisable warrants) of ARI Network Services, Inc.). Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the reporting Person directly beneficially owns. WCM, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Nelson Obus and Joshua Landes as co-managing members of WCM have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Mr. Obus and Mr. Landes, each located at the same address as the Reporting Person, are filing this Form jointly with the Reporting person (see footnote 4).
(2)	The Reporting Person has an indirect beneficial ownership interest in 585,861 shares of Common Stock (including 143,100 presently exercisable warrants), which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I ("WPSCVI"), as members of a group (a "13D Group") under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). WPSCVI, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCM, as the sole general partner of WPSCVI, has an indirect beneficial ownership interest in the shares of Common Stock that WPSCVI directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that WPSCVI directly beneficially owns.
(3)	The Reporting Person has an indirect beneficial ownership interest in 273,999 shares of Common Stock (including 66,900 presently exercisable warrants), which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), as members of a 13D Group. Offshore, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCI, as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns. WCI, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus and Mr. Landes, as principal executive officers of WCI have an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns.
(4)	Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.
Â Remarks: EachÂ ofÂ theÂ ReportingÂ OwnersÂ identifiedÂ inÂ thisÂ statementÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ theÂ securitiesÂ reportedÂ inÂ thisÂ statementÂ exceptÂ toÂ theÂ extentÂ ofÂ theirÂ individualÂ respectiveÂ pecuniaryÂ interestÂ inÂ suchÂ securities.Â ThisÂ statementÂ shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ anyÂ ofÂ theÂ ReportingÂ OwnersÂ identifiedÂ inÂ thisÂ statementÂ are,Â forÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ ExchangeÂ ActÂ orÂ otherwise,Â theÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ specifiedÂ inÂ thisÂ statementÂ otherÂ thanÂ thoseÂ directlyÂ beneficiallyÂ ownedÂ byÂ them.

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