SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 1)*
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Chordiant Software, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
170404305
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 Pages)
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* 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).
Schedule 13G/A PAGE 2 OF 6
CUSIP No. 170404305
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION New York
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NUMBER OF (5) SOLE VOTING POWER
2,180,946
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
2,180,946
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,180,946
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [X]
[See Item 2(a)]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.183%
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(12) TYPE OF REPORTING PERSON
OO, IA
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Schedule 13G/A PAGE 3 OF 6
CUSIP No. 170404305
ITEM 1(a). NAME OF ISSUER:
Chordiant Software, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
ITEM 2(a). NAME OF PERSON FILING:
This statement is being filed by Cumberland Associates LLC (the
"Reporting Person").
Cumberland Associates LLC is engaged in the business of managing,
on a discretionary basis, three securities accounts (the
"Accounts"), the principal one of which is Cumberland Partners.
Gary G. Tynes, Bruce G. Wilcox, Andrew M. Wallach, Barry A.
Konig, Steven D. Morrow and Bradley H. Gendell are the members
(the "Members") of Cumberland Associates LLC. The number of
shares beneficially owned by Cumberland Associates LLC set forth
herein does not include 35,373 shares beneficially owned by one
or more Members in individual personal accounts.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business and office of Cumberland
Associates LLC and each of the Members is 1114 Avenue of the
Americas, New York, New York 10036.
ITEM 2(c). CITIZENSHIP:
Cumberland Associates LLC is a limited liability company
organized under the laws of New York. Each of the Members is a
citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
170404305
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
Schedule 13G/A PAGE 4 OF 6
CUSIP No. 170404305
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c),
CHECK THIS BOX. [ ]
ITEM 4. OWNERSHIP.
The percentages used herein and in the rest of this Schedule 13G are
calculated based upon the 30,363,187 shares of Common Stock outstanding as of
January 15, 2010 as reported in the Issuer's Quarterly Report on Form 10Q for
the fiscal quarter ending December 31, 2010.
(a) Amount beneficially owned: 2,180,946
(b) Percent of class: 7.183%
(c)(i) Sole power to vote or direct the vote: 2,180,946
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 2,180,946
(iv) Shared power to dispose or direct the disposition: 0
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.
The beneficial owners of the Accounts have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the
shares held for each Account in accordance with their ownership
interests in each such Account.
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.
Schedule 13G/A PAGE 5 OF 6
CUSIP No. 170404305
ITEM 10. CERTIFICATION.
By signing below the Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and
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.
Schedule 13G/A PAGE 6 OF 6
CUSIP No. 170404305
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 5, 2010
/s/ GARY G. TYNES
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Name: Gary G. Tynes
Title: Managing Member/Chief
Operating Officer/Chief Financial Officer