-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PchMK8fMWCUpZgQauxe3TxC+Jsx3y1T9G153YSPouGBRjV61/8vWqq0jQoH0qR2N UKGYwiICMHr/44fDDbcEXg== 0001104659-02-000303.txt : 20020414 0001104659-02-000303.hdr.sgml : 20020414 ACCESSION NUMBER: 0001104659-02-000303 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTILLIUM COMMUNICATIONS INC CENTRAL INDEX KEY: 0001107194 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943263530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60607 FILM NUMBER: 02539440 BUSINESS ADDRESS: STREET 1: 47211 LAKEVIEW BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5107713700 MAIL ADDRESS: STREET 1: 47211 LAKEVIEW CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US VENTURE PARTNERS V LP CENTRAL INDEX KEY: 0001106516 IRS NUMBER: 943247775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2180 SAN HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6509267753 MAIL ADDRESS: STREET 1: 2180 SAND HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 j2794_sc13ga.htm SC 13G/A Schedule 13G - Form - revised to 10/15/97 bulletin

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1
)*

 

Centillium Communications, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

152319109

(CUSIP Number)

 

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
U.S. Venture Partners V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
USVP V International, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
USVP V Entrepreneur Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

4



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
2180 Associates Fund V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

5



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Presidio Management Group V, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
00

 

 

6



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Irwin Federman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
40,465 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
40,465 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,465

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

7



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jason E. Green

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
16,368 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
16,368 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,368

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

8



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steven M. Krausz

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
3,985 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
3,985 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,958

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

 

9



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stuart G. Phillips

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

10



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jonathan D. Root 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
21,170 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
21,170 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,170

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

11



 

CUSIP No.  152319109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Philip M. Young 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
40,891 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
40,891 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,891

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

12



 

This statement amends the Statement on 13(G) filed by U.S. Venture Partners V, L.P., USVP V International, L.P., USVP V Entrepreneur Partners, L.P., 2180 Associates Fund V, L.P., Presidio Management Group V, L.L.C., Irwin Federman, Jason E. Green, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Item 1.

 

(a)

Name of Issuer
     

 

(b)

Address of Issuer's Principal Executive Offices
     

 

Item 2.

 

(a)

Name of Person Filing
     

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office for each of the Reporting Persons is:
U.S. Venture Partners
2735 Sand Hill Road
Menlo Park, CA  94025

 

(c)

Citizenship
     

 

(d)

Title of Class of Securities
     

 

(e)

CUSIP Number
     

 

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:

 

 

     

 

 

 

13


 


 

Item 4.

Ownership.

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2001:

 

(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 the 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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:       ý  Yes

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

     

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

     

 

Item 8.

Identification and Classification of Members of the Group

     

 

Item 9.

Notice of Dissolution of Group

     

 

Item 10.

Certification

                 

 

 

14



 

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.

 

 

Dated:  February 11, 2002

 

 

 

 

 

U.S. Venture Partners V, L.P.

/s/ Michael Maher

By Presidio Management Group V, L.L.C.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

 

 

USVP V International, L.P.

/s/ Michael Maher

By Presidio Management Group V, L.L.C.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

 

 

USVP V Entrepreneur Partners, L.P.

/s/ Michael Maher

By Presidio Management Group V, L.L.C.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

 

 

2180 Associates Fund V, L.P.

/s/ Michael Maher

By Presidio Management Group V, L.L.C.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

 

 

By Presidio Management Group V, L.L.C.

/s/ Michael Maher

A Delaware Limited Liability Company

Signature

 

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

 

 

Irwin Federman

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

 

15



 

 

 

 

 

Jason E. Green

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

 

 

Steven M. Krausz

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

 

 

Stuart G. Phillips

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

 

 

Jonathan D. Root

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

 

 

Philip M. Young

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

16



EXHIBIT INDEX

 

Exhibit

 

Found on Sequentially Numbered Pages

 

 

 

 

 

Exhibit A: Agreement of Joint Filing

 

18

 

 

 

 

 

Exhibit B: Reference to Michael P. Maher as Attorney-In-Fact

 

19

 

 

 

 

 

 

 

17


 


 

EXHIBIT A

Agreement of Joint Filing

                                The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Centillium Communications, Inc. shall be filed on behalf of each of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

18



EXHIBIT B

 

REFERENCE TO MICHAEL MAHER AS ATTORNEY-IN-FACT

                Michael P. Maher has signed the enclosed documents as Attorney-In-Fact.  Note that copies of the applicable Power of Attorneys are already on file with the appropriate agencies.

 

 

19


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