-----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, OLm/VNrMUVPUevpkyEFRW62PjH05//DqpVE8fwOModPMA4Z+72qkznKy11Be3/uW U3aesOpuPfRXjD0vxJqBGg== 0001104659-06-009455.txt : 20060214 0001104659-06-009455.hdr.sgml : 20060214 20060214151623 ACCESSION NUMBER: 0001104659-06-009455 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: AYASLI CHILDREN LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ayasli Yalcin CENTRAL INDEX KEY: 0001330182 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 978-250-3343 MAIL ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITTITE MICROWAVE CORP CENTRAL INDEX KEY: 0001130866 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042854672 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81515 FILM NUMBER: 06613832 BUSINESS ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782503343 MAIL ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 SC 13G 1 a06-4947_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(b)

 

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

 

Hittite Microwave Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

43365Y 10 4

(CUSIP Number)

December 31, 2005

(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)

 

(1) 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. 43365Y 10 4

 

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
16,516,000

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
16,516,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,516,000

 

 

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)
57.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ayasli Children LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
4,834,920

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
4,834,920

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,834,920

 

 

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)
16.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3


 

Item 1.

 

(a)

Name of Issuer
Hittite Microwave Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
20 Alpha Road

Chelmsford, MA 01824

 

Item 2.

 

(a)

Name of Person Filing
Yalcin Ayasli & Ayasli Children LLC

 

(b)

Address of Principal Business Office or, if none, Residence
20 Alpha Road

Chelmsford, MA 01824

 

(c)

Citizenship
Yalcin Ayasli is a United States citizen and Ayasli Children LLC is a limited liability company organized under the laws of the state of Delaware.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share

 

(e)

CUSIP Number
43365Y 10 4

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4


 

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.

The information contained in Items 5-11 of the cover pages is incorporated herein by reference.  Yalcin Ayasli is the record owner of 11,681,080 shares of common stock.  Ayasli Children LLC is the record owner of 4,834,920 shares of common stock.  Yalcin Ayasli, in his capacity as manager of Ayasli Children LLC, has the power to vote and dispose of the common stock held by Ayasli Children LLC.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

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   o.

 

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

 

Not applicable

 

5


 

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.

 

 

 

/s/ Yalcin Ayasli

 

Yalcin Ayasli

 

 

 

Date: February 13, 2006

 

 

 

 

 

Ayasli Children LLC

 

 

 

 

 

/s/ Yalcin Ayasli

 

Yalcin Ayasli, Manager

 

 

 

Date: February 13, 2006

 

6


 

JOINT FILING AGREEMENT

 

The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13G with respect to the common stock, par value $0.01 per share, of Hittite Microwave Corporation to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file such Schedule 13G, and any amendments or supplements thereto, jointly on behalf of each such party.

 

Date: February 13, 2006   

Date: February 13, 2006

 

 

AYASLI CHILDREN LLC

 

 

 

 

 

By:

/s/ Yalcin Ayasli

 

/s/ Yalcin Ayasli

 

Yalcin Ayasli

Yalcin Ayasli

Manager

 

 

7

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