0001104659-12-008624.txt : 20120210 0001104659-12-008624.hdr.sgml : 20120210 20120210145617 ACCESSION NUMBER: 0001104659-12-008624 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUANS COMMUNICATIONS CENTRAL INDEX KEY: 0001383395 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86632 FILM NUMBER: 12592184 BUSINESS ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 BUSINESS PHONE: 0170721600 MAIL ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vision Capital III LP CENTRAL INDEX KEY: 0001541740 IRS NUMBER: 980376970 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: KLEINWORT BENSON HOUSE STREET 2: WESTS CENTRE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8PQ BUSINESS PHONE: 011 44 1534 613 242 MAIL ADDRESS: STREET 1: KLEINWORT BENSON HOUSE STREET 2: WESTS CENTRE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8PQ SC 13G 1 a12-4675_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Sequans Communications S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.02

(Title of Class of Securities)

817323 108 (American Depositary Shares, each representing one ordinary share)

(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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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).

 


 

CUSIP No. 817323 108

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Vision Capital III L.P., 00-0000000

 

 

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
Jersey

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,760,893 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,760,893 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,760,893

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

Item 1.

 

(a)

Name of Issuer
Sequans Communications S.A.

 

(b)

Address of Issuer’s Principal Executive Offices
19 Le Parvis, 92073 Paris-La Défense, France

 

Item 2.

 

(a)

Name of Person(s) Filing
Vision Capital III L.P.

 

(b)

Address of Principal Business Office or, if none, Residence
Kleinwort Benson House, Wests Centre

St Helier, Jersey

Channel Islands JE4 8PQ

 

(c)

Citizenship
Jersey

 

(d)

Title of Class of Securities
Ordinary Shares, nominal value €0.02 per share

 

(e)

CUSIP Number
817323 108 (American Depositary Shares, representing one ordinary share)

 

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.

 

3


 

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:   

1,760,893 shares

 

(b)

Percent of class:  5.1%

Based on a total of 34,667,339 shares of the Issuer’s ordinary shares outstanding as of December 31, 2011 as reported in the Issuer’s Form 6-K.

 

(c)

 

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,760,893 shares

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

1,760,893 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

4


 

Item 10.

Certification

Not applicable.

 

Signature

 

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.

 

Dated: February 9, 2012

 

 

VISION CAPITAL III L.P., A JERSEY LIMITED PARTNERSHIP

 

 

 

By:

VISION III PARTNERS LIMITED, A JERSEY LIMITED LIABILITY COMPANY, its General Partner

 

 

 

 

By:

/s/ Gary Norman

 

 

Name: Gary Norman

 

 

Title:   Director

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5