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| UNITED STATES |
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SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Velocity Express Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92257T608
(CUSIP Number)
December 31, 2008
(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)
* 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).
Potential persons
who are to 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.
SEC Page 1 of 7
CUSIP No. 92257T608
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Context Capital Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ______
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 190,104 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 190,104 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 190,104
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 5.3%
12. Type of Reporting Person (See Instructions)
OO
IA
________
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CUSIP No. 92257T608
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Michael S. Rosen
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ______
3. SEC Use Only
4. Citizenship or Place of Organization United States
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 190,104 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 190,104 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 190,104
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 5.3%
12. Type of Reporting Person (See Instructions)
IN
HC
________
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CUSIP No. 92257T608
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William D. Fertig
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ______
3. SEC Use Only
4. Citizenship or Place of Organization United States
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 190,104 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 190,104 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 190,104
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 5.3%
12. Type of Reporting Person (See Instructions)
IN
HC
________
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CUSIP No. 92257T608
Item 1.
(a) Name
of Issuer
Velocity Express Corporation
(b) Address
of Issuer's Principal Executive Offices
One Morningside Drive North, Bldg. B, Suite 300, Westport, CT 06880
Item 2.
(a) The
names of the persons filing this statement are:
Context Capital Management, LLC ("LLC")
Michael S. Rosen ("Rosen")
William D. Fertig ("Fertig")
(collectively, the "Filers").
(b) The
principal business office of the Filers is located at:
705 Palomar Airport Road, Suite 100, Carlsbad, CA 92011
(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer (the "Stock"). The Filers hold warrants exercisable for Stock.
(e) The CUSIP number for the common stock is 92257T608.
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CUSIP No. 92257T608
Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (with respect to LLC).
(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (with respect to Rosen and Fertig).
(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
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.
LLC is a registered
investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Stock. Rosen is the Co-Chairman, Chief Executive Officer and a Manager of LLC. Fertig is the Co-Chairman, Chief
Investment Officer and a Manager of LLC. No single client of LLC holds more than five percent of the outstanding Stock.
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.
LLC, Rosen and Fertig constitute a group as defined in Rule 13d-5(b)(1) and disclaim membership in a group with any other person or entity. See Item 6.
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 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.
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.
Dated: February 17, 2009
| CONTEXT CAPITAL MANAGEMENT, LLC |
|
/s/ MICHAEL S. ROSEN |
/s/ WILLIAM D. FERTIG |
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CUSIP No. 92257T608
EXHIBIT A
AGREEMENT REGARDING
JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree
to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and
any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby
constitute and appoint Context Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file
with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section
13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could
do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint
Filing of Statement on Schedule 13D or 13G.
Dated: January 31, 2007
/s/ MICHAEL S. ROSEN |
/s/ WILLIAM D. FERTIG |
CONTEXT CAPITAL MANAGEMENT, LLC |
|
CONTEXT ADVANTAGE FUND, LTD. |
CONTEXT ADVANTAGE MASTER FUND, L.P. By: Context Capital Management, LLC, General Partner By: /s/ Michael S. Rosen, Manager |
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