SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EVANS BRUCE R

(Last) (First) (Middle)
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HITTITE MICROWAVE CORP [ HITT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/27/2005 C 2,414,887(1) A $0(1) 2,414,887(1) I(2)(3) See footnotes.(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Series A Convertible Preferred Stock $0(4) 07/27/2005 07/27/2005 C 1,288,628(4) 07/27/2005(5) 07/27/2005(6) Common Stock 2,414,887(1) $0(4) 0 I(2)(3) See footnotes.(2)(3)
Explanation of Responses:
1. Represents 1,641,712 shares beneficially held by Summit Ventures V, L.P., 565,595 shares beneficially held by Summit V Companion Fund, L.P., 126,487 shares beneficially held by Summit V Advisors Fund (QP), L.P., 38,653 shares beneficially held by Summit V Advisors Fund, L.P. and 42,440 shares beneficially held by Summit Investors III, L.P. These shares were acquired upon conversion of securities described in footnote 4.
2. Mr. Evans is a member of Summit Partners, LLC, which is the general partner of Summit Partners V, L.P., which is the general partner of each of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P. and Summit V Advisors Fund, L.P. In addition, Mr. Evans is a general partner of Summit Investors III, L.P. Summit Partners, LLC, through an investment committee composed of five of its members, each of whom is named below, exercises sole voting and investment power with respect to the shares owned by its entities affiliated with Summit Partners, LLC, including Summit Investors III, L.P., and, therefore, Summit Partners, LLC beneficially owns such shares.
3. Decisions of the investment committee are made by a majority vote of its members and, as a result, no single member of the investment committee has voting or dispositive authority over the shares. Gregory M. Avis, Peter Y. Chung, Scott C. Collins, Bruce R. Evans, Walter G. Kortschak, Martin J. Mannion, Kevin P. Mohan, Thomas S. Roberts, E. Roe Stamps, IV, Joseph F. Trustey, and Stephen G. Woodsum are the members of Summit Partners, LLC and each disclaims beneficial ownership of the shares held by Summit Partners, LLC.
4. Represents 876,047 shares beneficially held by Summit Ventures V, L.P., 301,812 shares beneficially held by Summit V Companion Fund, L.P., 67,496 shares beneficially held by Summit V Advisors Fund (QP), L.P., 20,626 shares beneficially held by Summit V Advisors Fund, L.P. and 22,647 shares beneficially held by Summit Investors III, L.P. Each share of 8% Series A Convertible Preferred Stock automatically converted into approximately 1.874 shares of common stock upon consummation of Hittite Microwave Corporation's initial public offering on July 27, 2005.
5. These securities are convertible at any time into shares of common stock.
6. These securities are preferred stock of Hittite Microwave Corporation and do not have an expiration date. These securities automatically converted into shares of Hittite Microwave Corporation's Common Stock upon the consummation of Hittite Microwave Corporation's initial public offering on July 27, 2005.
/s/ Bruce R. Evans 07/21/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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