0001144204-13-008482.txt : 20130214 0001144204-13-008482.hdr.sgml : 20130214 20130214062059 ACCESSION NUMBER: 0001144204-13-008482 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: GARY J. MORGENTHALER GROUP MEMBERS: JOHN D. LUTSI GROUP MEMBERS: MORGENTHALER MANAGEMENT PARTNERS VI, LLC GROUP MEMBERS: ROBERT D. PAVEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEREGRINE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000880177 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860652659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87286 FILM NUMBER: 13606073 BUSINESS ADDRESS: STREET 1: 9380 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-731-9400 MAIL ADDRESS: STREET 1: 9380 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGENTHALER PARTNERS VI CENTRAL INDEX KEY: 0001215371 IRS NUMBER: 341918712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 PUBLIC SQUARE STREET 2: SUITE 2700 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2164167500 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE STREET 2: SUITE 2700 CITY: CLEVELAND STATE: OH ZIP: 44113 SC 13G 1 v335172_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. ______________)*

 

 

Peregrine Semiconductor Corporation

(Name of Issuer)

 

Common Stock ($0.001 par value)

(Title of Class of Securities)

 

71366R703

(CUSIP Number)

 

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨Rule 13d-1(b)

¨Rule 13d-1(c)

xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

Page 1 of 13 Pages

Exhibit Index Contained on Page 11

 
 

CUSIP NO. 71366R703 13 G Page 2 of 13

 

 

1 NAME OF REPORTING PERSONS

                Morgenthaler Partners VI, L.P. (“Morgenthaler VI”)
                               
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
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
3,751,013 shares, except that Morgenthaler Management Partners VI, LLC, (“MMP VI GP”), the general partner of Morgenthaler VI, may be deemed to have sole power to vote these shares, and Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and John D. Lutsi (“Lutsi”), managing members of MMP VI GP, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,751,013 shares, except that MMP VI GP, the general partner of Morgenthaler VI, may be deemed to have sole power to dispose of these shares, and Morgenthaler, Pavey and Lutsi, managing members of MMP VI GP, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                     3,751,013
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                             11.8%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                                             PN
 
 

CUSIP NO. 71366R703 13 G Page 3 of 13

  

1 NAME OF REPORTING PERSONS

                Morgenthaler Management Partners VI, LLC (“MMP VI GP”)
               
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
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
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP, the general partner of Morgenthaler VI, may be deemed to have sole power to vote these shares, and Morgenthaler, Pavey and Lutsi, managing members of MMP VI GP, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP, the general partner of Morgenthaler VI, may be deemed to have sole power to dispose of these shares, and Morgenthaler, Pavey and Lutsi, managing members of MMP VI GP, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   3,751,013
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                          11.8%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                                          OO

 

 
 

CUSIP NO. 71366R703 13 G Page 4 of 13

 

1

NAME OF REPORTING PERSONS

 

Gary J. Morgenthaler (“Morgenthaler”)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
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 –
6 SHARED VOTING POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Morgenthaler, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
– 0 –
8 SHARED DISPOSITIVE POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Morgenthaler, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   3,751,013
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                          11.8%
12 TYPE OF REPORTING PERSON (See Instructions)                                                                 IN

 

 
 

CUSIP NO. 71366R703 13 G Page 5 of 13

 

 

1

NAME OF REPORTING PERSONS

 

Robert D. Pavey (“Pavey”)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
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
2,724
6 SHARED VOTING POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Pavey, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
2,724
8 SHARED DISPOSITIVE POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Pavey, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   3,753,737
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                          11.8%
12 TYPE OF REPORTING PERSON (See Instructions)                                                                 IN

 

 
 

CUSIP NO. 71366R703 13 G Page 6 of 13

 

 

1

NAME OF REPORTING PERSONS

 

John D. Lutsi (“Lutsi”)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x
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 –
6 SHARED VOTING POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Lutsi, a managing member of MMP VI GP, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
– 0 –
8 SHARED DISPOSITIVE POWER
3,751,013 shares, of which 3,751,013 are directly owned by Morgenthaler VI.  MMP VI GP is the general partner of Morgenthaler VI, and Lutsi, a managing member of MMP VI GP, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   3,751,013
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                          11.8%
12 TYPE OF REPORTING PERSON (See Instructions)                                                                 IN

 

 
 

CUSIP NO. 71366R703 13 G Page 7 of 13

 

 

ITEM 1(A). NAME OF ISSUER
  Peregrine Semiconductor Corporation
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
  9380 Carroll Park Drive
  San Diego, CA 92121
   
ITEM 2(A). NAME OF PERSONS FILING
  This Statement is filed by Morgenthaler Partners VI, L.P., a Delaware limited partnership (“Morgenthaler VI”), Morgenthaler Management Partners VI, LLC, a Delaware limited liability company (“MMP VI GP”), Gary J. Morgenthaler (“Morgenthaler”), Robert D. Pavey (“Pavey”) and John D. Lutsi (“Lutsi”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
  MMP VI GP, the general partner of Morgenthaler VI, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Morgenthaler VI. Morgenthaler, Pavey and Lutsi are managing members of MMP VI GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Morgenthaler VI.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
  The address for each of the Reporting Persons is:
   
  Morgenthaler Ventures
  2710 Sand Hill Road, Suite 100
  Menlo Park, California  94025
ITEM 2(C) CITIZENSHIP
  Morgenthaler VI is a Delaware limited partnership.  MMP VI GP is a Delaware limited liability company. Morgenthaler, Pavey and Lutsi are United States citizens.
ITEM 2(D) TITLE OF CLASS OF SECURITIES
  Common Stock ($0.001 par value)
ITEM 2(E) CUSIP NUMBER
  71366R703
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
  Not Applicable.

 

 
 

CUSIP NO. 71366R703 13 G Page 8 of 13

 

 

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. 
(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 such 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
  Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  Under certain circumstances set forth in the limited partnership agreement of Morgenthaler VI and the limited liability company agreement of MMP VI GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
  Not applicable

.

 

 
 

CUSIP NO. 71366R703 13 G Page 9 of 13

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
  Not applicable.
ITEM 10. CERTIFICATION.
  Not applicable.
 
 

CUSIP NO. 71366R703 13 G Page 10 of 13

 

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.

 

Date: February 14, 2013

 

Morgenthaler Partners VI, L.P. /s/ Scott D. Walters
By Morgenthaler Management Partners VI, LLC Scott D. Walters
Its General Partner Attorney-In-Fact
   
   
Morgenthaler Management Partners VI, LLC /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
Gary J. Morgenthaler /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
Robert D. Pavey /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
John D. Lutsi /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
 
 

CUSIP NO. 71366R703 13 G Page 11 of 13

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
Exhibit A:  Agreement of Joint Filing 12
Exhibit B:  Power of Attorney 13

 

 

 
 

CUSIP NO. 71366R703 13 G Page 12 of 13

 

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Peregrine Semiconductor Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 14, 2013

 

Morgenthaler Partners VI, L.P. /s/ Scott D. Walters
By Morgenthaler Management Partners VI, LLC Scott D. Walters
Its General Partner Attorney-In-Fact
   
   
Morgenthaler Management Partners VI, LLC /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
Gary J. Morgenthaler /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
Robert D. Pavey /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact
   
   
John D. Lutsi /s/ Scott D. Walters
  Scott D. Walters
  Attorney-In-Fact

  

 
 

CUSIP NO. 71366R703 13 G Page 13 of 13

 

exhibit B

 

Power of Attorney

 

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Morgenthaler Management Partners VI, LLC or such other person or entity as is designated in writing by Gary J. Morgenthaler (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further authorizes and designates Scott D. Walters (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

Date: February 14, 2013 

   
Morgenthaler Management Partners VI, LLC /s/ Gary J. Morgenthaler
  Gary J. Morgenthaler, Managing Member

 

 

Morgenthaler Partners VI, L.P. /s/ Gary J. Morgenthaler
By Morgenthaler Management Partners VI, LLC Gary J. Morgenthaler, Managing Member
Its General Partner

 
   
Gary J. Morgenthaler /s/ Gary J. Morgenthaler
  Gary J. Morgenthaler
 
   
Robert D. Pavey /s/ Robert D. Pavey
  Robert D. Pavey
 
   
John D. Lutsi /s/ John D. Lutsi
  John D. Lutsi