1
|
NAME OF REPORTING PERSONS
RIDGEWOOD PEREGRINE LLC
76-0772197
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER 2,603,781 (See Item 4)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER 0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER 2,603,781 (See Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,603,781 (See Item 4)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
8.2%
|
12
|
TYPE OF REPORTING PERSON PN
|
1
|
NAME OF REPORTING PERSONS
RIDGEWOOD VENTURE MANAGEMENT CORPORATION
22-3740307
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER 2,603,781 (See Item 4)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER 0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER 2,603,781
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,603,781 (See Item 4)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
8.2%
|
12
|
TYPE OF REPORTING PERSON CO
|
CUSIP No.
|
71366R703
|
1
|
NAME OF REPORTING PERSONS
ROBERT E. SWANSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER 2,603,781 (See Item 4)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER 0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER 2,603,781 (See Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,603,781 (See Item 4)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
8.2%
|
12
|
TYPE OF REPORTING PERSON IN
|
CUSIP No.
|
71366R703
|
1
|
NAME OF REPORTING PERSONS
ROBERT L. GOLD
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER 2,603,781 (See Item 4)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER 0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER 2,603,781 (Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,603,781 (See Item 4)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
8.2%
|
12
|
TYPE OF REPORTING PERSON IN
|
CUSIP No.
|
71366R703
|
1
|
NAME OF REPORTING PERSONS
JEFFREY H. STRASBERG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER 2,603,781 (See Item 4)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER 0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER 2,603,781 (See Item 4)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,603,781 (See Item 4)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
8.2%
|
12
|
TYPE OF REPORTING PERSON IN
|
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 Person Filing:
RIDGEWOOD PEREGRINE, LLC (RP)
RIDGEWOOD VENTURE MANAGEMENT CORPORATION (RVMC)
ROBERT E. SWANSON (RES)
ROBERT L. GOLD (RLG)
JEFFREY H. STRASBERG (JHS)
The foregoing entities and individuals are collectively referred to as the “Reporting Persons”.
RVMC is the Manager of RP. RES, RLG and JHS are officers of RVMC
designated with Voting Authority of RP’s shares of Issuer.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
14 Philips Parkway
Montvale, NJ 07645
Item 2(c).
Citizenship:
RES, RLG and JHS are citizens of U.S.A.
RP and RVMC are a Delaware limited liability company and a corporation,
respectively.
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 §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable
|
(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)
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
|
A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
(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 (15 U.S.C. 80a-3);
|
|
(j)
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
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: RP owns 2,603,781 shares of Peregrine Semiconductor Corporation
and RVMC, RES, RLG and JHS may be deemed
to beneficially own 2,603,781 shares of Peregrine Semiconductor Corporation as of
December 31, 2012.
(b)
Percent of class:
RP: 8.2%
RVMC: 8.2%
RES: 8.2%
RLG: 8.2%
JHS: 8.2%
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
N/A
(ii)
Shared power to vote or to direct the vote
RP:
2,603,781 shares
RVMC:
2,603,781 shares
RES:
2,603,781 shares
RLG:
2,603,781 shares
JHS:
2,603,781 shares
(iii)
Sole power to dispose or to direct the disposition of
N/A
(iv)
Shared power to dispose or to direct the disposition of
RP:
2,603,781 shares
RVMC:
2,603,781 shares
RES: 2,603,781
shares
RLG:
2,603,781 shares
JHS: 2,603,781
shares
Each of RMVC, RES, RLG and JHS disclaim beneficial ownership of any shares of common stock of Peregrine Semiconductor Corporation
except to the extent of his or her pecuniary interest therein, and this report shall not be deemed an admission that RMVC, RES, RLG or JHS is the beneficial owner of any shares of common stock of Peregrine Semiconductor Corporation for purposes of Section 16 of the Exchange Act, or for any other purpose
.
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.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
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 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 15, 2013
RIDGEWOOD PEREGRINE, LLC, a Delaware limited liability company
By: RIDGEWOOD VENTURE MANAGEMENT CORPORATION, Its Manager
By:
__/s/ ROBERT L. GOLD
Robert L. Gold, President
RIDGEWOOD VENTURE MANAGEMENT CORPORATION, a Delaware corporation
By:
/s/ ROBERT L. GOLD___________
Robert. L Gold, President
/s/ ROBERT E. SWANSON___________
Robert E. Swanson
/s/ ROBERT L. GOLD________________
Robert L. Gold
/s/ JEFFREY H. STRASBERG__________
Jeffrey H. Strasberg
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
11
|
EXHIBIT A
Agreement of Joint Filing
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: February 15, 2013
RIDGEWOOD PEREGRINE, LLC
|
/s/ ROBERT L. GOLD
|
By RIDGEWOOD VENTURE MANAGEMENT CORP
|
Robert L. Gold
|
Its Manager
|
|
|
|
RIDGEWOOD VENTURE MANAGEMENT CORP
|
/s/ ROBERT L. GOLD
|
|
Robert L. Gold, President
|
|
|
ROBERT E. SWANSON
|
/s/ ROBERT E. SWANSON
|
|
Robert E. Swanson
|
|
|
ROBERT L. GOLD
|
/s/ ROBERT L. GOLD
|
|
Robert L. Gold
|
|
|
JEFFREY H. STRASBERG
|
/s/ JEFFREY H. STRASBERG
|
|
Jeffrey H. Strasberg
|