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
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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*
PATRICOF ALAN J

(Last) (First) (Middle)
445 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TESSERA TECHNOLOGIES INC [ TSRA ]
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)
11/18/2003
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)
Code V Amount (A) or (D) Price
Common Stock 11/18/2003 C 4,563,989 A (14) 4,563,989 I See footnote(1)
Common Stock 11/18/2003 C 1,762,502 A (14) 1,762,502 I See footnote(2)
Common Stock 11/18/2003 C 714,606 A (14) 714,606 I See footnote(3)
Common Stock 11/18/2003 C 581,925 A (14) 581,925 I See footnote(4)(5)
Common Stock 11/18/2003 C 100,762 A (14) 100,762 I See footnote(6)
Common Stock 11/18/2003 C 225,870 A (14) 225,870 I See footnote(7)
Common Stock 11/18/2003 S 827,228 D $12.09 3,736,761 I See footnote(1)
Common Stock 11/18/2003 S 319,349 D $12.09 1,443,153 I See footnote(2)
Common Stock 11/18/2003 S 71,461 D $12.09 643,145 I See footnote(3)
Common Stock 11/18/2003 S 58,192 D $12.09 523,733 I See footnote(4)(5)
Common Stock 11/18/2003 S 10,076 D $12.09 90,686 I See footnote(6)
Common Stock 11/18/2003 S 41,258 D $12.09 184,612 I See footnote(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (12) 11/18/2003 C 595,682 (8) (9) Common Stock 595,682 (10) 0 I See footnote(1)
Series B Preferred Stock (13) 11/18/2003 C 771,111 (8) (9) Common Stock 876,263 (11) 0 I See footnote(1)
Series B Preferred Stock (12) 11/18/2003 C 1,391,721 (8) (9) Common Stock 1,391,721 (10) 0 I See footnote(1)
Series C Preferred Stock (12) 11/18/2003 C 424,434 (8) (9) Common Stock 424,434 (10) 0 I See footnote(1)
Series D Preferred Stock (12) 11/18/2003 C 196,568 (8) (9) Common Stock 196,568 (10) 0 I See footnote(1)
Series E Preferred Stock (12) 11/18/2003 C 47,922 (8) (9) Common Stock 47,922 (10) 0 I See footnote(1)
Series F Preferred Stock (12) 11/18/2003 C 167,800 (8) (9) Common Stock 167,800 (10) 0 I See footnote(1)
Series A Preferred Stock (12) 11/18/2003 C 231,750 (8) (9) Common Stock 231,750 (10) 0 I See footnote(2)
Series B Preferred Stock (13) 11/18/2003 C 300,000 (8) (9) Common Stock 340,909 (11) 0 I See footnote(2)
Series B Preferred Stock (12) 11/18/2003 C 536,312 (8) (9) Common Stock 495,403 (10) 0 I See footnote(2)
Series C Preferred Stock (12) 11/18/2003 C 161,747 (8) (9) Common Stock 161,747 (10) 0 I See footnote(2)
Series D Preferred Stock (12) 11/18/2003 C 76,099 (8) (9) Common Stock 76,099 (10) 0 I See footnote(2)
Series E Preferred Stock (12) 11/18/2003 C 18,440 (8) (9) Common Stock 18,440 (10) 0 I See footnote(2)
Series F Preferred Stock (12) 11/18/2003 C 64,675 (8) (9) Common Stock 64,675 (10) 0 I See footnote(2)
Series C Preferred Stock (12) 11/18/2003 C 533,333 (8) (9) Common Stock 533,333 (10) 0 I See footnote(3)
Series D Preferred Stock (12) 11/18/2003 C 81,689 (8) (9) Common Stock 81,689 (10) 0 I See footnote(3)
Series E Preferred Stock (12) 11/18/2003 C 25,058 (8) (9) Common Stock 25,058 (10) 0 I See footnote(3)
Series F Preferred Stock (12) 11/18/2003 C 74,526 (8) (9) Common Stock 74,526 (10) 0 I See footnote(3)
Series D Preferred Stock (12) 11/18/2003 C 451,773 (8) (9) Common Stock 451,773 (10) 0 I See footnote(4)(5)
Series E Preferred Stock (12) 11/18/2003 C 33,625 (8) (9) Common Stock 33,625 (10) 0 I See footnote(4)(5)
Series F Preferred Stock (12) 11/18/2003 C 96,527 (8) (9) Common Stock 96,527 (10) 0 I See footnote(4)(5)
Series D Preferred Stock (12) 11/18/2003 C 78,226 (8) (9) Common Stock 78,226 (10) 0 I See footnote(6)
Series E Preferred Stock (12) 11/18/2003 C 5,822 (8) (9) Common Stock 5,822 (10) 0 I See footnote(6)
Series F Preferred Stock (12) 11/18/2003 C 16,714 (8) (9) Common Stock 16,714 (10) 0 I See footnote(6)
Series A Preferred Stock (12) 11/18/2003 C 30,900 (8) (9) Common Stock 30,900 (10) 0 I See footnote(7)
Series B Preferred Stock (13) 11/18/2003 C 40,000 (8) (9) Common Stock 45,455 (11) 0 I See footnote(7)
Series B Preferred Stock (12) 11/18/2003 C 72,004 (8) (9) Common Stock 72,004 (10) 0 I See footnote(7)
Series C Preferred Stock (12) 11/18/2003 C 21,890 (8) (9) Common Stock 21,890 (10) 0 I See footnote(7)
Series D Preferred Stock (12) 11/18/2003 C 10,182 (8) (9) Common Stock 10,182 (10) 0 I See footnote(7)
Series E Preferred Stock (12) 11/18/2003 C 2,464 (8) (9) Common Stock 2,464 (10) 0 I See footnote(7)
1. Name and Address of Reporting Person*
PATRICOF ALAN J

(Last) (First) (Middle)
445 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10022

(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*
JENKINS GEORGE M

(Last) (First) (Middle)
445 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY

(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. Securities are owned directly by APA Excelsior III, L.P. APA Excelsior III Partners, L.P. is the general partner of APA Excelsior III, L.P. Messrs. Patricof and Jenkins are the general partners of APA Excelsior III Partners, L.P and share voting and investment control over the securities held by APA Excelsior III, L.P. Their pecuniary interest in the securities is limited to the profit participation they each receive as a general partner of APA Excelsior III Partners, L.P. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
2. Securities are registered in the name of Royal Bank of Canada Trust Company (Jersey) Limited, as Custodian to APA Excelsior III/Offshore, L.P. APA Excelsior III Partners, L.P. is the general partner of APA Excelsior III/Offshore, L.P. Messrs. Patricof and Jenkins are the general partners of APA Excelsior III Partners, L.P. , and share voting and investment control over the securities held by APA Excelsior III/Offshore, L.P. Their pecuniary interest in the securities is limited to the profit participation they each receive as a general partner of APA Excelsior III Partners, L.P. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
3. Securities are owned directly by The P/A Fund, L.P.APA Pennsylvania Partners II, L.P. is the general partner of The P/A Fund, L.P. Messrs. Patricof and Jenkins are the general partners of APA Pennsylvania Partners II, L.P. and share voting and investment control over the securities held by The P/A Fund, L.P. Their pecuniary interest in the securities are limited to the profit participation they each receive as a general partner of APA Pennsylvania Partners II, L.P. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
4. Securities are owned directly by (i) Patricof Private Investment Club, L.P. or (ii) APA Excelsior IV, L.P. APA Excelsior IV Partners, L.P. is the general partner of, and has sole voting and investment control over the securities held by each of (i) Patricof Private Investment Club, L.P. and (ii) APA Excelsior IV, L.P. Apax Managers, Inc. is the general partner of APA Excelsior IV Partners, L.P., and has sole voting and investment control over the securities held by each of (i) Patricof Private Investment Club, L.P. and (ii) APA Excelsior IV, L.P.
5. Mr. Patricof and Mr. Jenkins are two of six directors of Apax Managers, Inc. and do not have voting or investment control over the securities. As limited partners of APA Excelsior IV Partners, L.P., Messrs. Patricof and Jenkins have an interest in the profit participation received by APA Excelsior IV Partners, L.P. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein.
6. Securities are registered in the name of Coutts & Co. (Cayman) Ltd., Custodian for APA Excelsior IV/Offshore, L.P.Apax Partners, Inc. is the investment manager of, and has sole voting and investment control over the securities held by, APA Excelsior IV/Offshore, L.P. Messrs. Patricof and Jenkins are two of three directors of Apax Partners, Inc. and do not have voting or investment control over the securities. As shareholders of Apax Partners, Inc, Messrs. Patricof and Jenkins have an interest in the profit participation received by Apax Partners, Inc. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein.
7. Securities are owned directly by Landmark Equity Partners V, L.P.Apax Partners, Inc. is the investment manager of, and has sole voting and investment control over the securities held by, Landmark Equity Partners V, L.P. Messrs. Patricof and Jenkins are two of three directors of Apax Partners, Inc. and do not have voting or investment control over the securities. As shareholders of Apax Partners, Inc, Messrs. Patricof and Jenkins have an interest in the profit participation received by Apax Partners, Inc. Messrs. Patricof and Jenkins disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein.
8. Immediately.
9. Not applicable.
10. These securities converted on a 1-for-1 basis into shares of the Issuer's common stock, par value $.001 per share.
11. These securities converted on a 1-for-1.136 basis into shares of the Issuer's common stock, par value $.001 per share.
12. These securities convert on a 1-for-1 basis into shares of the Issuer's common stock, par value $.001 per share.
13. These securities convert on a 1-for-1.136 basis into shares of the Issuer's common stock, par value $.001 per share.
14. These securities converted as indicated on table II.
/s/ Alan Patricof 11/25/2003
/s/ George Jenkins 11/25/2003
** Signature of Reporting Person Date
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* 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).
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