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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gazelle TechVentures, Inc.

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET

SUITE 310

(Street)

CARMEL

48032

(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)
11/21/2007

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	11/21/2007		C		1,613,581⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽³⁾	1,613,581	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/21/2007		C		237,417⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽³⁾	1,850,998	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	11/21/2007		C		68,783⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽³⁾	1,919,781	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Common Stock	11/21/2007		C		543,453⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽³⁾	2,463,859	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Common Stock	11/21/2007		S		354,745	D	⁽⁸⁾	2,109,114	I	See Footnotes⁽²⁾⁽⁸⁾

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 B-2 Convertible Preferred	⁽¹⁾	11/21/2007		C			6,116,573	⁽¹⁾	⁽¹⁾	Common Stock	1,613,581⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series C-2 Convertible Preferred	⁽¹⁾	11/21/2007		C			1,731,213	⁽¹⁾	⁽¹⁾	Common Stock	237,417⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Series D-2 Convertible Preferred	⁽¹⁾	11/21/2007		C			438,347	⁽¹⁾	⁽¹⁾	Common Stock	68,783⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Series E Convertible Preferred	⁽¹⁾	11/21/2007		C			5,939,420	⁽¹⁾	⁽¹⁾	Common Stock	543,453⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Common Stock Warrants	$3.6478	11/21/2007		C		18,642		⁽¹⁾	04/15/2008	Common Stock	18,642⁽¹⁾⁽²⁾⁽³⁾	$0	18,642	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Warrants to Purchase Series B-2 Preferred	$0.56	11/21/2007		C			121,440	⁽¹⁾	04/15/2008	Common Stock	18,642⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Common Stock Warrants	$3.6478	11/21/2007		C		18,642		⁽¹⁾	06/10/2008	Common Stock	18,642⁽¹⁾⁽²⁾⁽³⁾	$0	18,642	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Warrants to Purchase Series B-2 Preferred	$0.56	11/21/2007		C			121,440	⁽¹⁾	06/10/2008	Common Stock	18,642⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Common Stock Warrants	$3.6478	11/21/2007		C		47,863		⁽¹⁾	12/15/2015	Common Stock	47,863⁽¹⁾⁽²⁾⁽³⁾	$0	47,863	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁰⁾
Warrants to Purchase Series E Preferred	$0.2806	11/21/2007		C			662,260	⁽¹⁾	12/15/2015	Common Stock	47,863⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁰⁾
Common Stock Warrants	$3.6478	11/21/2007		C		7,281		⁽¹⁾	01/27/2016	Common Stock	7,281⁽¹⁾⁽²⁾⁽³⁾	$0	7,281	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹¹⁾
Warrants to Purchase Series E Preferred	$0.2806	11/21/2007		C			94,672	⁽¹⁾	01/27/2016	Common Stock	7,281⁽¹⁾⁽²⁾⁽³⁾	$0	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Gazelle TechVentures, Inc.

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET

SUITE 310

(Street)

CARMEL

48032

(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^*

MONUMENT TECHNOLOGY PARTNERS LLC

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET

SUITE 310

(Street)

CARMEL

46032

(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^*

GAZELLE CO INVESTMENT FUND LP

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET

SUITE 310

(Street)

CARMEL

46032

(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^*

GAZELLE TECHVENTURES FUND LP

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET

SUITE 310

(Street)

CARMEL

46032

(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. 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 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.

2. Consists of shares held by or issuable to Gazelle TechVentures Fund, L.P., and Gazelle Co-Investment Fund, L.P. (the "Gazelle Funds"). Don N. Aquilano, a director of the issuer, is the managing director and president of Gazelle TechVentures, Inc., which is the manager of Monument Technology Partners, LLC, which is the general partner of the Gazelle Funds. The Reporting Persons disclaim beneficial ownership of the shares held by the Gazelle Funds except to the extent of each Reporting Person's own pecuniary interest in the shares.

3. 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 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.

4. Consists of 1,540,365 shares issued to Gazelle TechVentures Fund, L.P. and 73,216 shares issued to Gazelle Co-Investment Fund, L.P.

5. Consists of 226,641 shares issued to Gazelle TechVentures Fund, L.P. and 10,776 shares issued to Gazelle Co-Investment Fund, L.P.

6. Consists of 65,662 shares issuable to Gazelle TechVentures Fund, L.P. and 3,121 shares issuable to Gazelle Co-Investment Fund, L.P.

7. Consists of 518,790 shares issuable to Gazelle TechVentures Fund, L.P, and 24,663 shares issuable to Gazelle Co-Investment Fund, L.P.

8. As part of the issuer's initial public offering, Gazelle TechVentures Fund, L.P. sold 338,647 shares of its common stock and Gazelle Co-Investment Fund, L.P. sold 16,098 shares of its common stock.

9. Represents warrants to purchase 115,930 preferred shares which were converted into warrants to purchase 17,797 shares of common stock held by Gazelle TechVentures Fund L.P. and warrants to purchase 5,510 shares of preferred shares which were converted into warrants to purchase 845 shares common stock held by Gazelle Co-Investment Fund, L.P.

10. Represents warrants to purchase 594,022 preferred shares which were converted into warrants to purchase 45,692 shares of common stock held by Gazelle TechVentures Fund, L.P., and warrants to purchase 28,238 preferred shares which were converted into warrants to purchase 2,171 shares of common stock held by Gazelle Co-Investment Fund, L.P.

11. Represents warrants to purchase 90,374 preferred shares which were converted into warrants to purchase 6,951 shares of common stock held by Gazelle TechVentures Fund, L.P., and warrants to purchase 4,298 preferred shares which were converted into warrants to purchase 330 shares of common stock held by Gazelle Co-Investment 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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.