Amended Statement of Ownership (sc 13g/a)
10 Février 2014 - 3:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Peregrine
Semiconductor Corporation
|
(Name of Issuer)
|
|
Common Stock
($0.001 par value)
|
(Title of Class of Securities)
|
|
71366R703
|
(CUSIP Number)
|
|
December 31, 2013
|
(Date of
Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required on 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).
Page
1
of 15 Pages
Exhibit Index Contained on Page 14
CUSIP
NO. 71366R703
|
13 G
|
Page 2 of 15
|
1
|
NAME OF REPORTING PERSONS
Morgenthaler Partners VI, L.P. (“Morgenthaler VI”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,351,013 shares, except that Morgenthaler Management Partners VI, LLC, (“MMP VI GP”), the
general partner of Morgenthaler VI, may be deemed to have sole power to vote these shares, and Robert C. Bellas, Jr. (“Bellas”),
, Gary R. Little (“Little”), John D. Lutsi (“Lutsi”), Gary J. Morgenthaler (“Morgenthaler”),
Robert D. Pavey (“Pavey”) and Peter G. Taft (“Taft”), managing members of MMP VI GP, may be deemed to have
shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
3,351,013 shares, except that MMP VI GP, the general partner of Morgenthaler VI, may be deemed to have
sole power to dispose of these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft, managing members of MMP VI GP,
may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP NO. 71366R703
|
13 G
|
Page 3 of 15
|
1
|
NAME OF REPORTING PERSONS
Morgenthaler Management Partners VI, LLC (“MMP VI GP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP, the general partner of
Morgenthaler VI, may be deemed to have sole power to vote these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft,
managing members of MMP VI GP, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP, the general partner of
Morgenthaler VI, may be deemed to have sole power to dispose of these shares, and Bellas, Little, Lutsi, Morgenthaler, Pavey and
Taft, managing members of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
CUSIP NO. 71366R703
|
13 G
|
Page
4 of 15
|
1
|
NAME OF REPORTING PERSONS
Robert C. Bellas, Jr. (“Bellas”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
– 0 –
|
6
|
SHARED
VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Bellas, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
– 0 –
|
8
|
SHARED DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Bellas, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page
5 of 15
|
1
|
NAME OF REPORTING PERSONS
Gary R. Little (“Little”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
– 0 –
|
6
|
SHARED VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Little, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
– 0 –
|
8
|
SHARED DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Little, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 6 of 15
|
1
|
NAME OF REPORTING PERSONS
John D. Lutsi (“Lutsi”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
– 0 –
|
6
|
SHARED
VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Lutsi, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
– 0 –
|
8
|
SHARED DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Lutsi, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 7 of 15
|
1
|
NAME OF REPORTING PERSONS
Gary J. Morgenthaler (“Morgenthaler”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
– 0 –
|
6
|
SHARED VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Morgenthaler, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
– 0 –
|
8
|
SHARED
DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Morgenthaler, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 8 of 15
|
1
|
NAME OF REPORTING PERSONS
Robert D. Pavey (“Pavey”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
8,174 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2013.
|
6
|
SHARED VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Pavey, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
8,174 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2013.
|
8
|
SHARED DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Pavey, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,359,187
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 9 of 15
|
1
|
NAME OF REPORTING PERSONS
Peter G. Taft (“Taft”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
– 0 –
|
6
|
SHARED VOTING POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Taft, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
– 0 –
|
8
|
SHARED DISPOSITIVE POWER
3,351,013 shares, all of which are directly owned by Morgenthaler VI. MMP VI GP is the general partner
of Morgenthaler VI, and Taft, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
3,351,013
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
10.3%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 10 of 15
|
This Amendment No. 1 amends and restates in its entirety the
Schedule 13G previously filed by Morgenthaler Partners VI, L.P., Morgenthaler Management Partners VI, LLC, Gary J. Morgenthaler,
Robert D. Pavey and John D. Lutsi (together with all prior and current amendments thereto, this “Schedule 13G”).
|
ITEM 1(A).
|
NAME OF ISSUER
|
Peregrine Semiconductor Corporation
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
9380 Carroll Park Drive
San Diego, CA 92121
|
ITEM 2(A).
|
NAME
OF PERSONS FILING
|
This Statement is filed by Morgenthaler
Partners VI, L.P., a Delaware limited partnership (“Morgenthaler VI”), Morgenthaler Management Partners VI, LLC, a
Delaware limited liability company (“MMP VI GP”), Robert C. Bellas, Jr. (“Bellas”), Gary R. Little (“Little”),
John D. Lutsi (“Lutsi”), Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and
Peter G. Taft (“Taft”). The foregoing entities and individuals are collectively referred to as the “Reporting
Persons.”
MMP VI GP, the general partner of
Morgenthaler VI, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Morgenthaler
VI. Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft are managing members of MMP VI GP and may be deemed to have shared power
to vote and shared power to dispose of shares of the issuer directly owned by Morgenthaler VI.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
The address for each of the Reporting Persons is:
Morgenthaler Ventures
2710 Sand Hill Road, Suite 100
Menlo Park, California 94025
Morgenthaler VI is a Delaware limited partnership. MMP VI GP is a Delaware limited liability company.
Bellas, Little, Lutsi, Morgenthaler, Pavey and Taft are United States citizens.
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Common Stock ($0.001 par value)
71366R703
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
Not
Applicable.
CUSIP NO. 71366R703
|
13 G
|
Page 11 of 15
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
(a)
|
Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class
:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
.
Under certain circumstances set forth in the limited partnership agreement of Morgenthaler VI and the limited liability company
agreement of MMP VI GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed
to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity
of which they are a partner or member, as the case may be.
|
|
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.
|
CUSIP NO. 71366R703
|
13 G
|
Page 12 of 15
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
Not applicable.
|
|
ITEM 10.
|
CERTIFICATION
.
Not applicable.
|
CUSIP NO. 71366R703
|
13 G
|
Page 13 of 15
|
SIGNATURES
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.
Date: February 10, 2014
Morgenthaler Partners VI, L.P.
|
/s/ Scott D. Walters
|
By Morgenthaler Management Partners VI, LLC
|
Scott D. Walters
|
Its General Partner
|
Attorney-In-Fact*
|
|
|
Morgenthaler Management Partners VI, LLC
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
Robert C. Bellas, Jr.
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
Gary R. Little
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
John D. Lutsi
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
Gary J. Morgenthaler
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
Robert D. Pavey
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
|
|
Peter G. Taft
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact*
|
*Signed pursuant to a Power
of Attorney already on file with the appropriate agencies.
CUSIP NO. 71366R703
|
13 G
|
Page 14 of 15
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
15
|
CUSIP NO. 71366R703
|
13 G
|
Page 15 of 15
|
exhibit A
Agreement of Joint
Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Peregrine Semiconductor Corporation
shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already
on file with the appropriate agencies.
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