Statement of Ownership (sc 13g)
14 Febrero 2013 - 5:21AM
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. ______________)*
Peregrine Semiconductor Corporation
(Name of
Issuer)
Common Stock ($0.001 par value)
(Title of
Class of Securities)
71366R703
(CUSIP Number)
December 31, 2012
(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 13 Pages
Exhibit Index Contained on Page 11
CUSIP NO. 71366R703
|
13 G
|
Page 2 of 13
|
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
3,751,013 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 Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and John D. Lutsi (“Lutsi”), 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
3,751,013 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 Morgenthaler, Pavey and Lutsi, 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 3,751,013
|
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)
11.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP NO. 71366R703
|
13 G
|
Page 3 of 13
|
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
3,751,013 shares, of which 3,751,013 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 Morgenthaler, Pavey and Lutsi, 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
3,751,013 shares, of which 3,751,013 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 Morgenthaler, Pavey and Lutsi, 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 3,751,013
|
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)
11.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP NO. 71366R703
|
13 G
|
Page 4 of 13
|
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
3,751,013 shares, of which 3,751,013 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
3,751,013 shares, of which 3,751,013 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 3,751,013
|
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)
11.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions) IN
|
CUSIP NO. 71366R703
|
13 G
|
Page
5 of 13
|
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
2,724
|
6
|
SHARED VOTING POWER
3,751,013 shares, of which 3,751,013 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
2,724
|
8
|
SHARED DISPOSITIVE POWER
3,751,013 shares, of which 3,751,013 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 3,753,737
|
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)
11.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions) IN
|
CUSIP NO. 71366R703
|
13 G
|
Page 6 of 13
|
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
3,751,013 shares, of which 3,751,013 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
3,751,013 shares, of which 3,751,013 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 3,751,013
|
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)
11.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions) IN
|
CUSIP NO. 71366R703
|
13 G
|
Page
7 of 13
|
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”), Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and John D. Lutsi (“Lutsi”). 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. Morgenthaler, Pavey and Lutsi 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
|
ITEM 2(C)
|
CITIZENSHIP
|
|
Morgenthaler VI is a Delaware limited partnership. MMP VI GP is a Delaware limited liability company. Morgenthaler, Pavey and Lutsi are United States citizens.
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
|
Common Stock ($0.001 par value)
|
ITEM 2(E)
|
CUSIP NUMBER
|
|
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
8 of 13
|
ITEM 4.
|
OWNERSHIP
|
|
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 9 of 13
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
|
Not applicable.
|
ITEM 10.
|
CERTIFICATION
.
|
|
Not applicable.
|
CUSIP NO. 71366R703
|
13 G
|
Page 10 of 13
|
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 14, 2013
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
|
|
|
|
|
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
|
|
|
|
|
John D. Lutsi
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact
|
CUSIP NO. 71366R703
|
13 G
|
Page 11 of 13
|
EXHIBIT
INDEX
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
Exhibit A: Agreement of Joint Filing
|
12
|
Exhibit B: Power of Attorney
|
13
|
CUSIP NO. 71366R703
|
13 G
|
Page 12 of 13
|
exhibit A
Agreement of Joint
Filing
The undersigned 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 undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2013
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
|
|
|
|
|
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
|
|
|
|
|
John D. Lutsi
|
/s/ Scott D. Walters
|
|
Scott D. Walters
|
|
Attorney-In-Fact
|
CUSIP NO. 71366R703
|
13 G
|
Page 13 of 13
|
exhibit B
Power
of Attorney
Each of the undersigned
entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Morgenthaler Management
Partners VI, LLC or such other person or entity as is designated in writing by
Gary J. Morgenthaler (the “Designated
Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together
with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited
to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to
file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with
the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with
the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to
each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned
(directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person
hereby further authorizes and designates Scott D. Walters (the “Authorized Signatory”) to execute and file on behalf
of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized
Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the
Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions
in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated
Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act
or the Exchange Act.
Date: February 14, 2013
|
|
Morgenthaler Management Partners VI, LLC
|
/s/ Gary J. Morgenthaler
|
|
Gary J. Morgenthaler, Managing Member
|
Morgenthaler Partners VI, L.P.
|
/s/ Gary J. Morgenthaler
|
By Morgenthaler Management Partners VI, LLC
|
Gary J. Morgenthaler, Managing Member
|
Its General Partner
|
|
|
|
|
|
Gary J. Morgenthaler
|
/s/ Gary J. Morgenthaler
|
|
Gary J. Morgenthaler
|
|
|
|
|
Robert D. Pavey
|
/s/ Robert D. Pavey
|
|
Robert D. Pavey
|
|
|
|
|
John D. Lutsi
|
/s/ John D. Lutsi
|
|
John D. Lutsi
|
|
|
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