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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		736126301

Item 1. Security and Issuer.

     This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $.001 per share (the “Shares”), of Portal Software, Inc, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 10200 South De Anza Boulevard, Cupertino, California 95014.

Item 2. Identity and Background.

     This Statement is being filed by Berggruen Holdings North America Ltd. (the “Reporting Person”).

1. Berggruen Holdings North America Ltd.

(a) Berggruen Holdings North America Ltd. is a British Virgin Island corporation and a wholly owned subsidiary of Berggruen Holdings Ltd., a British Virgin Islands corporation. All of the shares of Berggruen Holdings Ltd. are owned by Tarragona Trust, a British Virgin Island trust. The trustee of Tarragona Trust is Maitland Trustees Limited, a British Virgin Island corporation.

     Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) present principal occupation or employment, (c) business address of principle employment, (d) citizenship, of each executive officer and director of Berggruen Holdings North America Ltd., Berggruen Holdings Ltd., and Maitland Trustees Limited, and (e) the name of any corporation or other organization in which such occupation or employment is conducted.

(b) The address of the principal office of Berggruen Holdings North America Ltd. is 1114 Avenue of the Americas, Forty First Floor, New York, New York 10036.

(c) The principal business activity of Berggruen Holdings North America Ltd. is that of a private investment company engaging in the purchase and sale of securities for its own account.

(d) During the past five years, Berggruen Holdings North America Ltd. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Berggruen Holdings North America Ltd. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     Except as set forth on Schedule B hereto, during the last five years, to the best of the Reporting Person’s knowledge, none of the Reporting Person’s directors or executive officers, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations.

     The source and amount of funds used by Berggruen Holdings North America Ltd. in making its purchases of the shares of Common Stock beneficially owned by the Reporting Person are set forth below:

Source of Funds:		Amount of Funds:
Investment Capital		$13,241,830.00

Item 4. Purpose of Transaction.

     The Shares acquired by the Reporting Person have been acquired for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer’s business.

     The Reporting Person intends to review its investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

     Other than as set forth in this Statement, the Reporting Person has no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this Statement are incorporated herein by reference. The Reporting Person is the beneficial owner of 3,914,191 Shares representing 9.1% of the outstanding shares of the Issuer’s Shares. The calculation of the foregoing percentage is based on the number of Shares disclosed as outstanding as of April 19, 2006 by the Issuer in its Schedule 14D-9 filed with the Securities and Exchange Commission on April 26, 2006.

     Except as disclosed in this Item 5(a), neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedules A and B to this Statement beneficially owns any Shares or has the right to acquire any Shares.

(b) Berggruen Holdings North America Ltd. has the power to vote or to direct the vote or dispose or direct the disposition of 3,914,191 Shares. The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference.

(c) Neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedules A and B to this Statement has effected any transaction in the Shares since the Reporting Person’s filing of its Amendment No. 2 to Schedule 13D on May 5, 2006.

(d) To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     The response to Item 3 is incorporated herein by reference.

     Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person or, to the best of its knowledge, any of the persons named in Schedules A and B to this Statement and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

Letter dated May 24, 2006, from Joshua S. Horowitz to Mr. David LaBuda.

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:

SCHEDULE A

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSON

Directors of Berggruen Holdings North America Ltd. and Berggruen Holdings Ltd.:

		Principal		Name/Principal
		Occupation/		Business/Address of
Name		Employment		Principal Employment		Citizenship
Nicolas Berggruen		President of Berggruen Holdings, Inc.		Berggruen Holdings, Inc. 1114 Avenue of the Americas Forty First Floor New York, NY 10036		United States
Jared Bluestein		Chief Operating Officer of Berggruen Holdings, Inc.		Berggruen Holdings, Inc. 1114 Avenue of the Americas Forty First Floor New York, NY 10036		United States
Graham Cook		Managing Director of TMF Limited and of Bison Financial Services Limited		Bison Financial Services Ltd Mill Mall, PO Box 964 Road Town, Tortola British Virgin Islands		United Kingdom

Senior Level Employees of Maitland Trustees Limited:

		Principal		Name/Principal
		Occupation/		Business/Address of
Name		Employment		Principal Employment		Citizenship
S Georgala		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		Luxembourg
RC Kerr		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		Ireland
AF Knight		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		United Kingdom
JB Mills		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		Ireland

HRW Troskie		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		The Netherlands
PJ Wentzel		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		South Africa
RJ Whillis		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		Canada
RL Worsdale		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		South Africa
EW Wilkinson		Senior Level Employee of Maitland Trustees Limited		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles		United Kingdom

Associated Corporations/Organizations:

						Address of Principal
		Place of				Business/Principal Executive
Name		Incorporation		Principal Business		Office
Berggruen Holdings, Ltd.		British Virgin Islands		Investment Company		1114 Avenue of the Americas Forty First Floor New York, New York 10036
Tarragona Trust		British Virgin Islands		Trust		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles
Maitland Trustees Limited		British Virgin Islands		Corporate Trustee of Tarragona Trust		Falcon Cliff, Palace Road PO Box 75, Douglas Isle of Man, IM99 1EP, British Isles

SCHEDULE B

LIST OF PERSONS SUBJECT TO ITEMS 2(d) AND 2(e)

Not applicable.

EXHIBIT INDEX

EXHIBIT A: Letter dated April 18, 2006 from Joshua S. Horowitz to Mr. David LaBuda (filed in the Reporting Person’s Amendment No. 1 to Schedule 13D on April 19, 2006)

EXHIBIT B: Letter dated May 5, 2006, from Joshua S. Horowitz to Mr. David LaBuda (filed in the Reporting Person’s Amendment No. 2 to Schedule 13D on May 5, 2006).

EXHIBIT C: Letter dated May 24, 2006 from Joshua S. Horowitz to Mr. David LaBuda.

EXHIBIT C

VIA FACSIMILE & CERTIFIED MAIL

May 24, 2006

Mr. David LaBuda
President and CEO
Portal Software, Inc.
10200 South De Anza Boulevard
Cupertino, CA 95014

Dear Mr. LaBuda:

Your shareholders demand to be heard.

As announced yesterday morning, you and the Board have failed to coerce a simple majority of the Company’s shareholders into tendering their shares to Oracle. Extending the expiration date of the offer will not change this result. More specifically, less that 25 percent of Portal’s public shareholders (if you exclude Board Members and Management) have tendered their shares into the offer. It should now be crystal clear that Berggruen Holdings, owner of a 9.1% interest in the Company, is not alone in our dissatisfaction with both the price and the structure of the transaction you have recommended. As a result of this, it is your responsibility to listen to what the majority of the Company’s owners have to say.

As we have stated repeatedly, we insist that one alternative you consider be a structure whereby Portal’s operating business is sold not at a “fire sale” price, but for its true intrinsic value, with shareholders retaining the corporate entity, along with its NOL carry forward of nearly $400 million, and a cash dividend of several hundred million dollars from the sale proceeds. A fair and open sales process where potential suitors have the time and access they need to analyze “audited” financial statements would be a healthy start down this path.

We find it frustrating that from the day the Oracle deal was announced, we have called upon management and the Board to publicly explain their deficient sale process. By ignoring us and your other public shareholders, you not only abdicated your fiduciary duties of care, loyalty, candor and good faith, you also managed to alienate a majority of your shareholders to the point where they do not support Oracle’s bid. The Company continues in its failure to publish material financial information to enable any informed investment decision and remains under an agreement containing preclusive “deal protections” and absolutely no minority stockholder protections. It is clear to us that the Board must rethink the Oracle transaction and carefully decide on alternative ways to maximize stockholder value.

In the meantime, our rights as provided by the Company’s bylaws, the Delaware General Corporation Law and Federal Securities Laws remain available to us.

Very truly yours,

/s/ Joshua S. Horowitz

Joshua S. Horowitz
Director, Research