FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/15/2007 |
3. Issuer Name and Ticker or Trading Symbol
Rubicon Technology, Inc. [ RBCN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 265,078 | I | See Footnotes(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred | (4)(5) | (4)(5) | Common Stock | 957,560(4)(5) | (4)(5) | I | See Footnotes(1)(2)(6) |
Series B-2 Convertible Preferred | (4)(5) | (4)(5) | Common Stock | 1,575,124(4)(5) | (4)(5) | I | See Footnotes(1)(2)(7) |
Series C-2 Convertible Preferred | (4)(5) | (4)(5) | Common Stock | 1,433,056(4)(5) | (4)(5) | I | See Footnotes(1)(2)(8) |
Series D-2 Convertible Preferred | (4)(5) | (4)(5) | Common Stock | 510,945(4)(5) | (4)(5) | I | See Footnotes(1)(2)(9) |
Series E Convertible Preferred | (4)(5) | (4)(5) | Common Stock | 3,262,323(4)(5) | (4)(5) | I | See Footnotes(1)(2)(10) |
Warrants to Purchase Series B-2 Preferred | (4)(5) | 04/15/2008 | Common Stock | 18,197(4)(5) | (4)(5) | I | See Footnotes(1)(2)(11) |
Warrants to Purchase Series B-2 Preferred | (4)(5) | 06/10/2008 | Common Stock | 18,197(4)(5) | (4)(5) | I | See Footnotes(1)(2)(11) |
Warrants to Purchase Series E Preferred | (4)(5) | 12/15/2015 | Common Stock | 243,446(4)(5) | (4)(5) | I | See Footnotes(1)(2)(12) |
Warrants to Purchase Series E Preferred | (4)(5) | 01/27/2016 | Common Stock | 24,380(4)(5) | (4)(5) | I | See Footnotes(1)(2)(13) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Consists of shares held by or issuable 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. (Continued with Footnote No. 2) |
2. 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. |
3. Consists of 132,539 shares held by Cross Atlantic Technology Fund, L.P. and 132,539 shares held by The Co-Investment 2000 Fund, L.P. |
4. The preferred shares are immediately convertible. The warrants are immediately exercisable. Each share of preferred stock will convert 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 will convert automatically into warrants for common stock upon the closing of the issuer's initial public offering according to the same ratios. (Continued with Footnote No. 5) |
5. Amounts shown include shares of common stock issuable upon such 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 issuable to Cross Atlantic Technology Fund, L.P. and 478,780 shares issuable to The Co-Investment 2000 Fund, L.P. |
7. Consists of 322,985 shares issuable to Cross Atlantic Technology Fund, L.P. and 1,252,139 shares issuable to The Co-Investment 2000 Fund, L.P. |
8. Consists of 716,528 shares issuable to Cross Atlantic Technology Fund II, L.P. and 716,528 shares issuable to The Co-Investment 2000 Fund, L.P. |
9. Consists of 160,454 shares issuable to Cross Atlantic Technology Fund II, L.P. and 350,491 shares issuable to The Co-Investment 2000 Fund, L.P. |
10. Consists of 2,439,690 shares issuable to Cross Atlantic Technology Fund II. L.P., 44,929 shares issuable to Cross Atlantic Technology Fund L.P., and 777,704 shares issuable to The Co-Investment 2000 Fund L.P. |
11. Represents, effective upon the initial public offering, warrants to purchase 3,731 shares of common stock held by Cross Atlantic Technology Fund, L.P. and warrants to purchase 14,466 shares of common stock held by The Co-Investment Fund, L.P. |
12. Represents, effective upon the initial public offering, warrants to purchase 114,177 shares of common stock held by Cross Atlantic Technology Fund II, L.P. and warrants to purchase 129,269 shares of common stock held by The Co-Investment 2000 Fund, L.P. |
13. Represents, effective upon the initial public offering, warrants to purchase 13,826 shares of common stock held by Cross Atlantic Technology Fund II, L.P. and warrants to purchase 10,554 shares of common stock held by The Co-Investment 2000 Fund, L.P. |
/s/ Brian Adamsky, authorized signatory | 11/15/2007 | |
/s/ Brian Adamsky, authorized signatory | 11/15/2007 | |
/s/ Brian Adamsky, authorized signatory | 11/15/2007 | |
/s/ Brian Adamsky, authorized signatory | 11/15/2007 | |
/s/ Brian Adamsky, authorized signatory | 11/15/2007 | |
** 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 5 (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. |