0001072613-13-000117.txt : 20130213 0001072613-13-000117.hdr.sgml : 20130213 20130213094829 ACCESSION NUMBER: 0001072613-13-000117 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: C. RICHARD KRAMLICH GROUP MEMBERS: CHARLES W. NEWHALL III GROUP MEMBERS: FOREST BASKETT GROUP MEMBERS: KRISHNA S. KOLLURI GROUP MEMBERS: M. JAMES BARRETT GROUP MEMBERS: MARK W. PERRY GROUP MEMBERS: NEA 11 GP LLC GROUP MEMBERS: NEA PARTNERS 11 LIMITED PARTNERSHIP GROUP MEMBERS: PETER J. BARRIS GROUP MEMBERS: RYAN D. DRANT GROUP MEMBERS: SCOTT D. SANDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPREADTRUM COMMUNICATIONS INC CENTRAL INDEX KEY: 0001287950 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83777 FILM NUMBER: 13600035 BUSINESS ADDRESS: STREET 1: 810 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087358126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 11 LP CENTRAL INDEX KEY: 0001243094 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL ST. CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL ST. CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 spreadtrum-sch13ga_17462.htm SPREADTRUM COMMUNICATIONS, INC. SC-13G/A spreadtrum-sch13ga_17462.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 
Spreadtrum Communications, Inc.

(Name of Issuer)

 
American Depository Shares, $.0001 par value per share

(Title of Class of Securities)
 
 
849415203

(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:

oRule 13d-1(b)
oRule 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 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.    849415203
13G
Page 2 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
New Enterprise Associates 11, Limited Partnership
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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 

 
CUSIP No. 849415203
13G
Page 3 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
NEA Partners 11, Limited Partnership
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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 

 
CUSIP No. 849415203
13G
Page 4 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
NEA 11 GP, 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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 

 
 
CUSIP No. 849415203
13G
Page 5 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
M. James Barrett
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 

 
CUSIP No. 849415203
13G
Page 6 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Peter J. Barris
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,889,125
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,889,125
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,889,125
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

 
CUSIP No. 849415203
13G
Page 7 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Forest Baskett
 
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

 
CUSIP No. 849415203
13G
Page 8 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ryan D. Drant
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
444
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,889,125
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
444
WITH:
8
SHARED DISPOSITIVE POWER
 
4,889,125
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,889,569
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

 
CUSIP No. 849415203
13G
Page 9 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Krishna S. Kolluri
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,886,642
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
4,886,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,886,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

CUSIP No. 849415203
13G
Page 10 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
C. Richard Kramlich
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX 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

 
 

CUSIP No. 849415203
13G
Page 11 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Charles W. Newhall III
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX 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

 
 

CUSIP No. 849415203
13G
Page 12 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mark W. Perry
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0
WITH:
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX 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

 
 

CUSIP No. 849415203
13G
Page 13 of 23
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Scott D. Sandell
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
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
55,693
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,889,125
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
55,693
WITH:
8
SHARED DISPOSITIVE POWER
 
4,889,125
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,944,818
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

 
CUSIP No. 849415203
13G
Page 14 of 23
 

Item 1(a).
Name of Issuer:  Spreadtrum Communications, Inc.

 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Spreadtrum Center, Building No. 1, Lane 2288, Zuchongzhi Road, Zhangjiang, Shanghai 201203, People’s Republic of China.

 
Item 2(a).
Names of Persons Filing:  This statement is being filed by New Enterprise Associates 11, Limited Partnership (“NEA 11”); NEA Partners 11, Limited Partnership (“NEA Partners 11”), which is the sole general partner of NEA 11; NEA 11 GP, LLC (“NEA 11 GP”), which is the sole general partner of NEA Partners 11; and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”) and C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”).  The Managers are the individual managers of NEA 11 GP.  The persons named in this paragraph are referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

 
Item 2(b).
Address of Principal Business Office or, if None, ResidenceThe address of the principal business office of NEA 11, NEA Partners 11 and NEA 11 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barris, Barrett, and Drant is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.

 
Item 2(c).
Citizenship:  NEA 11 and NEA Partners 11 are limited partnerships organized under the laws of the State of Delaware.  NEA 11 GP is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.

 
Item 2(d).
Title of Class of Securities:  American Depository Shares, $.0001 par value (“ADS”).

 
Item 2(e).
CUSIP Number:  849415203.

 
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.

 
Item 4. 
Ownership.

 
(a) 
Amount Beneficially Owned: NEA 11 is the record owner of 14,659,926 Ordinary Shares of the Issuer, which represent 4,886,642 ADS (the “ADS Shares”) as of December 31, 2012.  As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the ADS Shares.  As the sole general partner of NEA Partners 11, NEA 11 GP likewise may be deemed to own beneficially the ADS Shares.  As the individual Managers of NEA 11 GP, each of the Managers also may be deemed to own beneficially the ADS Shares.

As of December 31, 2012, Drant is the record owner of 1,332 Ordinary Shares of the Issuer, which represent 444 ADS (the “Drant ADS Shares”).  Accordingly, Drant may
 
 

 
CUSIP No. 849415203
13G
Page 15 of 23
 
be deemed to be the beneficial owner of the Drant ADS Shares in addition to the ADS Shares for a total of 4,887,086 ADS.

As of December 31, 2012, Sandell is the record owner of 167,081 Ordinary Shares of the Issuer, which represent 55,693 ADS (the “Sandell ADS Shares”).  Accordingly, Sandell may be deemed to be the beneficial owner of the Sandell ADS Shares in addition to the ADS Shares for a total of 4,942,335 ADS.

Finally, New Enterprise Associates, LLC (“NEA LLC”) is the record owner of 7,449 Ordinary Shares of the Issuer, which represent 2,483 ADS (the “NEA LLC ADS Shares”).  As members of NEA LLC’s board of directors, each of Barris, Drant and Sandell may also be deemed to beneficially own the NEA LLC ADS Shares.
 
 
(b)
Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets for each Reporting Person are calculated based on 47,280,006 ADS (the “6-K Shares”) reported to be outstanding by the Issuer on Form 6-K filed with the Securities and Exchange Commission on November 9, 2012.

 
(c) 
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  See Line 5 of cover sheets.

 
(ii)
shared power to vote or to direct the vote:  See Line 6 of cover sheets.

 
(iii)
sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

 
(iv)
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such ADS’s except for the shares, if any, such Reporting Person holds of record.
 

Item 5. 
Ownership of Five Percent or Less of a Class.

Each of Kramlich, Newhall and Perry has ceased to beneficially own five percent (5%) or more of the Issuer’s ADS as a result of ceasing to be a Manager of NEA 11 GP.
 

Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

CUSIP No. 849415203
13G
Page 16 of 23


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.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
 

Item 9. 
Notice of Dissolution of Group.

Not applicable.
 

Item 10. 
Certification.
 
Not applicable.  This Amendment No. 5 to Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).
 
 
 
 
Material to be Filed as Exhibits.

 
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

 
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.


 
 
 

 
CUSIP No. 849415203
13G
Page 17 of 23


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:           February 13, 2013

NEW ENTERPRISE ASSOCIATES 11,
LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA 11 GP, LLC

By: 
         *
Peter J. Barris
Manager
 
 
         *
M. James Barrett
 
 
         *
Peter J. Barris
 
 

CUSIP No. 849415203
13G
Page 18 of 23
 
 
         *
Forest Baskett
 
 
         *
Ryan D. Drant
 
 
         *
Krishna S. Kolluri
 
 
         *
C. Richard Kramlich
 
 
        *
Charles W. Newhall III
 
 
         *
Mark W. Perry
 
 
         *
Scott D. Sandell
 
 
 
 
 
*By: /s/ Louis S. Citron

Louis S. Citron
As attorney-in-fact
 
 
This Amendment No. 5 to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No. 849415203
13G
Page 19 of 23
EXHIBIT 1
 
 
AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Spreadtrum Communications, Inc.
  
EXECUTED this 13th day of February, 2013.

NEW ENTERPRISE ASSOCIATES 11,
LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager

NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA 11 GP, LLC

By: 
         *
Peter J. Barris
Manager

         *
M. James Barrett
 
 

CUSIP No. 849415203
13G
Page 20 of 23
 

 
         *
Peter J. Barris
 
 
         *
Forest Baskett
 
 
         *
Ryan D. Drant
 
 
         *
Krishna S. Kolluri
 
 
         *
C. Richard Kramlich
 
 
        *
Charles W. Newhall III
 
 
         *
Mark W. Perry
 
 
         *
Scott D. Sandell
 
 
 
 
 
*By: /s/ Louis S. Citron

Louis S. Citron
As attorney-in-fact
 
 
This Agreement was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No. 849415203
13G
Page 21 of 23
 
EXHIBIT 2
 

 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles W. Newhall III, Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of May, 2009.
 
 
/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Rohini Chakravarthy
Rohini Chakravarthy

/s/ Patrick Chung
Patrick Chung

/s/ Ryan Drant
Ryan Drant

/s/ Shawn Conway
Shawn Conway

/s/ Anthony A. Florence
Anthony A. Florence

/s/ Robert Garland
Robert Garland
 

CUSIP No. 849415203
13G
Page 22 of 23
 
 
 
/s/ Paul Hsiao

Paul Hsiao
 
/s/ Vladimir Jacimovic 
Vladimir Jacimovis
 
/s/ Patrick J. Kerins

Patrick J. Kerins

/s/ Suzanne King
Suzanne King

/s/ Krishna S. Kolluri
Krishna S. Kolluri
 
/s/ C. Richard Kramlich

C. Richard Kramlich

/s/ Charles M. Linehan
Charles M. Linehan

/s/ Edward Mathers 
Edward Mathers

/s/ David M. Mott 
David M. Mott

/s/ John M. Nehra
John M. Nehra

/s/ Charles W. Newhall III
Charles W. Newhall III

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Mark W. Perry
Mark W. Perry

/s/ Jon Sakoda 
Jon Sakoda

/s/ Scott D. Sandell
Scott D. Sandell

CUSIP No. 849415203
13G
Page 23 of 23
 
 
 
/s/ Peter W. Sonsini
Peter W. Sonsini
 
/s/ A. Brooke Seawell

A. Brooke Seawell
 
/s/ Eugene A. Trainor III

Eugene A. Trainor III

/s/ Ravi Viswanathan
Ravi Viswanathan

/s/ Paul E. Walker
Paul E. Walker

/s/ Harry Weller
Harry Weller