SEC FORM 4

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^*

Cross Atlantic Capital Partners, Inc.

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubicon Technology, Inc. [ RBCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/28/2007		C		265,078	A	⁽¹⁾⁽²⁾	265,078	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/21/2007		C		957,560⁽²⁾⁽³⁾⁽⁵⁾	A	⁽²⁾⁽³⁾	1,222,638	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	11/21/2007		C		1,575,124⁽²⁾⁽³⁾⁽⁵⁾	A	⁽²⁾⁽³⁾	2,797,762	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	11/21/2007		C		1,433,056⁽²⁾⁽³⁾⁽⁵⁾	A	⁽²⁾⁽³⁾	4,230,818	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock	11/21/2007		C		510,945⁽²⁾⁽³⁾⁽⁵⁾	A	⁽²⁾⁽³⁾	4,741,763	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock	11/21/2007		C		3,262,323⁽²⁾⁽³⁾⁽⁵⁾	A	⁽²⁾⁽³⁾	8,005,925	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred	⁽²⁾	08/28/2007		C			400,983	⁽²⁾	⁽²⁾	Common Stock	265,078⁽²⁾⁽³⁾⁽⁵⁾	$0	1,322,026	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series A Preferred	⁽²⁾	11/21/2007		C			1,322,026	⁽²⁾	⁽²⁾	Common Stock	957,560⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series B-2 Convertible Preferred	⁽²⁾	11/21/2007		C			6,254,599	⁽²⁾	⁽²⁾	Common Stock	1,575,124⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Series C-2 Convertible Preferred	⁽²⁾	11/21/2007		C			10,366,138	⁽²⁾	⁽²⁾	Common Stock	1,433,056⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Series D-2 Convertible Preferred	⁽²⁾	11/21/2007		C			3,256,147	⁽²⁾	⁽²⁾	Common Stock	510,945⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾
Series E Convertible Preferred	⁽²⁾	11/21/2007		C			35,885,611	⁽²⁾	⁽²⁾	Common Stock	3,262,323⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Common Stock Warrants	$3.6478	11/21/2007		C		18,197		⁽²⁾	04/15/2008	Common Stock	18,197⁽²⁾⁽³⁾⁽⁵⁾	$0	18,197	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Warrants to Purchase Series B-2 Preferred	$0.56	11/21/2007		C			118,544	⁽²⁾	04/15/2008	Common Stock	18,197⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Common Stock Warrants	$3.6478	11/21/2007		C		18,197		⁽²⁾	06/10/2008	Common Stock	18,197⁽²⁾⁽³⁾⁽⁵⁾	$0	18,197	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Warrants to Purchase Series B-2 Preferred	$0.56	11/21/2007		C			118,544	⁽²⁾	06/10/2008	Common Stock	18,197⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Common Stock Warrants	$3.6478	11/21/2007		C		243,446		⁽²⁾	12/15/2015	Common Stock	243,446⁽²⁾⁽³⁾⁽⁵⁾	$0	243,446	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Warrants to Purchase Series E Preferred	$0.2806	11/21/2007		C			3,164,832	⁽²⁾	12/15/2015	Common Stock	243,446⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾
Common Stock Warrants	$3.6478	11/21/2007		C		24,380		⁽²⁾	01/27/2016	Common Stock	24,380⁽²⁾⁽³⁾⁽⁵⁾	$0	24,380	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Warrants to Purchase Series E Preferred	$0.2806	11/21/2007		C			316,945	⁽²⁾	01/27/2016	Common Stock	24,380⁽²⁾⁽³⁾⁽⁵⁾	$0	0	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

Cross Atlantic Capital Partners, Inc.

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CROSS ATLANTIC TECHNOLOGY FUND L P

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

XATF Management, L.P.

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CROSS ATLANTIC TECHNOLOGY FUND II LP

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

XATF MANAGEMENT II LP

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CROSS ATLANTIC CAPITAL PARTNERS II INC

(Last)

(First)

(Middle)

FIVE RADNOR CORPORATE CENTER, SUITE 555

100 MATSONFORD ROAD

(Street)

RADNOR

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, Cross Atlantic Technology Fund L.P, and The Co-Investment 2000 Fund L.P. each converted 200,491 shares of Series A Preferred shares for 132,539 shares of common stock.

2. The preferred shares are immediately convertible. The warrants are immediately exercisable. Each share of preferred stock converted automatically into common stock upon the closing of the issuer's initial public offering according to the following ratios: Series A Preferred Stock on a one-to-0.5536 ratio; Series B-2 Convertible Preferred Stock on a one-to-0.1535 ratio; Series C-2 Convertible Preferred Stock on a one-to-0.1009 ratio; Series D-2 Convertible Preferred Stock on a one-to-0.1246 ratio and Series E Convertible Preferred Stock on a one-to-0.0769 ratio. Each warrant for preferred shares converted automatically into warrants for common stock upon the closing of the issuer's initial public offering according to the same ratios.

3. Consists of shares held by or issued to Cross Atlantic Technology Fund, L.P., Cross Atlantic Technology Fund, II, L.P., and/or The Co-Investment 2000 Fund, L.P (the "Funds"). Donald R. Caldwell, a director of the issuer, is the owner and director of Cross Atlantic Capital Partners, Inc., which is the general partner of XATF Management, L.P., which is the general partner of Cross Atlantic Technology Fund, L.P. Donald R. Caldwell is a director, shareholder and officer of Cross Atlantic Capital Partners II, Inc., which is the general partner of XATF Management II, L.P., which is the general partner of Cross Atlantic Technology Fund II, L.P. Donald R. Caldwell is a shareholder, director and officer of Co-Invest Capital Partners, Inc., which is the general partner of Co-Invest Management, L.P., which is the general partner of The Co-Investment 2000 Fund, L.P.

4. The Reporting Persons disclaim beneficial ownership of the shares held by the Funds except to the extent of each Reporting Person's own pecuniary interest therein.

5. Amounts shown include shares of common stock issued upon the conversion in exchange for accrued dividends on the preferred stock at the following rates: Series A at $ 9.6083 per share, Series B-2 at $ 3.6478 per share, Series C-2 at $ 7.5595 per share, Series D-2 at $ 6.6690 per share and Series E at $ 3.6478 per share.

6. Consists of 478,780 shares issued to Cross Atlantic Technology Fund, L.P. and 478,780 shares issued to The Co-Investment 2000 Fund, L.P.

7. Consists of 322,985 shares issued to Cross Atlantic Technology Fund, L.P. and 1,252,139 shares issued to The Co-Investment 2000 Fund, L.P.

8. Consists of 716,528 shares issued to Cross Atlantic Technology Fund II, L.P. and 716,528 shares issued to The Co-Investment 2000 Fund, L.P.

9. Consists of 160,454 shares issued to Cross Atlantic Technology Fund II, L.P. and 350,491 shares issued to The Co-Investment 2000 Fund, L.P.

10. Consists of 2,439,690 shares issued to Cross Atlantic Technology Fund II, L.P., 44,929 shares issued to Cross Atlantic Technology Fund L.P., and 777,704 shares issuable to The Co-Investment 2000 Fund L.P.

11. Represents warrants to purchase 24,308 preferred shares which were converted into warrants to purchase 3,731 shares of common stock held by Cross Atlantic Technology Fund, L.P., and warrants to purchase 94,236 shares of preferred shares which were converted into warrants to purchase 14,466 shares of common stock held by The Co-Investment 2000 Fund, L.P.

12. Represents warrants to purchase 1,484,315 preferred shares which were converted into warrants to purchase 114,177 shares of common stock held by Cross Atlantic Technology Fund II, L.P.; and warrants to purchase 1,680,517 shares of preferred shares which were converted into warrants to purchase 129,269 shares of common stock held by The Co-Investment 2000 Fund, L.P.

13. Represents warrants to purchase 179,740 shares of preferred shares which were converted into warrants to purchase 13,826 shares of common stock held by Cross Atlantic Technology Fund II, L.P., and warrants to purchase 137,205 preferred shares which were converted into warrants to purchase 10,554 shares of common stock held by The Co-Investment 2000 Fund, L.P.

	/s/ Scott Glickson, attorney-in-fact	11/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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