Sec Form 4 Filing - Discovery Group I, LLC @ OFFICIAL PAYMENTS HOLDINGS, INC. - 2012-05-06

Insider filing report for Changes in Beneficial Ownership
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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
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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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/YY)
05/06/2012
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 05/16/2012 S 42,042 ( 1 ) D $ 4.75 2,067,625 I By Discovery Equity Partners, L.P. ( 1 )
Common Stock 05/16/2012 S 6,958 ( 2 ) D $ 4.75 356,650 I By Pleiades Investment Partners - D, L.P ( 2 )
Common Stock 05/17/2012 S 42,854 ( 1 ) D $ 4.75 2,024,771 I By Discovery Equity Partners, L.P. ( 1 )
Common Stock 05/17/2012 S 7,092 ( 2 ) D $ 4.75 349,558 I By Pleiades Investment Partners - D, L.P ( 2 )
Common Stock 05/18/2012 S 26,419 ( 1 ) D $ 4.7626 ( 3 ) 1,998,352 I By Discovery Equity Partners, L.P. ( 1 )
Common Stock 05/18/2012 S 4,372 ( 2 ) D $ 4.7626 ( 3 ) 345,186 I By Pleiades Investment Partners - D, L.P ( 2 )
Table II - Derivative Securities Acquired, Di sposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Discovery Group I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL60606
X
Donoghue Daniel J
C/O DISCOVERY GROUP I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL60606
X
Murphy Michael R
C/O DISCOVERY GROUP I, LLC
191 N. WACKER DRIVE SUITE 1685
CHICAGO, IL60606
X
Signatures
Michael R. Murphy, Managing Member 05/18/2012
Signature of Reporting Person Date
Daniel J. Donoghue 05/18/2012
Signature of Reporting Person Date
Michael R. Murphy 05/18/2012
Signature of Reporting Person Date
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 ofits 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 reportingperson, that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to theextent of its pecuniary interest therein.
( 3 )This transaction was executed in multiple trades at prices ranging from $4.78 - $4.79. The price reported above reflects the weightedaverage purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder ofthe 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 reportedsecurities except to the extent of his pecuniary interest therein.

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