0001193125-12-052600.txt : 20120210 0001193125-12-052600.hdr.sgml : 20120210 20120210162456 ACCESSION NUMBER: 0001193125-12-052600 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITESSE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000880446 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770138960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42031 FILM NUMBER: 12593232 BUSINESS ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8053883700 MAIL ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G/A 1 d297998dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

Vitesse Semiconductor Corporation

(Name of issuer)

 

 

 

Common Stock

(Title of class of securities)

 

928497106

(CUSIP number)

 

December 31, 2011

(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)

x Rule 13d-1(c)

¨ Rule 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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 928497106   Page 2 of 7 Pages

 

  (1)   

Names of reporting persons

 

Linden Capital LP

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Bermuda

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

588,888

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

588,888

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

588,888

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.35%

(12)

 

Type of reporting person (see instructions)

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G

 

CUSIP No. 928497106   Page 3 of 7 Pages

 

  (1)   

Names of reporting persons

 

Linden GP LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (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

 

0

   (6)   

Shared voting power

 

588,888

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

588,888

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

588,888

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.35%

(12)

 

Type of reporting person (see instructions)

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G

 

CUSIP No. 928497106   Page 4 of 7 Pages

 

  (1)   

Names of reporting persons

 

Siu Min Wong

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

China

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

588,888

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

588,888

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

588,888

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

2.35%

(12)

 

Type of reporting person (see instructions)

 

IN, HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


  Page 5 of 7 Pages

This Amendment No. 3 (“Amendment No. 3”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of Common Stock, $.01 par value per share (the “Common Stock”), of Vitesse Semiconductor Corporation (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of December 31, 2011, and amends and supplements the Schedule 13G filed November 12, 2009, Amendment No. 1 thereto filed Janunary 15, 2010, and Amendment No. 2 thereto filed January 26, 2011(collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Amendment No. 3 are: Linden Capital LP, a Bermuda limited partnership (“Linden Capital”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Siu Min Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).

 

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:

As of December 31, 2011, the Reporting Persons collectively owned $2,650,000 principal amount of the Company’s 8.00% Convertible Second Lien Debentures due 2014 which are convertible into 588,888 shares of Common Stock.

 

  (b) Percent of class:

As of December 31, 2011, the Reporting Persons had beneficial ownership of shares constituting 2.35% of all of the outstanding shares of Common Stock.

 

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

(i) Sole power to vote or to direct the vote

Not applicable.

(ii) Shared power to vote or to direct the vote

As of December 31, 2011, Linden Capital, Linden GP and Mr. Wong had shared power to vote or direct the vote of the 588,888 shares of Common Stock beneficially owned by Linden Capital.

(iii) Sole power to dispose or to direct the disposition of

Not applicable.

(iv) Shared power to dispose or to direct the disposition of

As of December 31, 2011, Linden Capital, Linden GP and Mr. Wong had shared power to dispose or direct the disposition of the 588,888 shares of Common Stock beneficially owned by Linden Capital.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.


  Page 6 of 7 Pages

 

Item 10. Certification.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


  Page 7 of 7 Pages

SIGNATURES

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

Dated: February 10, 2012

 

LINDEN CAPITAL L.P.
By:   Linden GP LLC, general partner  
                  By: /S/ Siu Min Wong            
                         Siu Min Wong,
                         Managing Member
LINDEN GP LLC
By:   /S/ Siu Min Wong            
  Siu Min Wong,
  Managing Member
/S/ Siu Min Wong            
  SIU MIN WONG