SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sherwin Elton

(Last)

(First)

(Middle)

C/O PEREGRINE SEMICONDUCTOR CORPORATION

9380 CARROLL PARK DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2012

3. Issuer Name and Ticker or Trading Symbol
PEREGRINE SEMICONDUCTOR CORP [ PSMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	191,054	I⁽²⁾	Ridgewood Peregrine LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	164,391	⁽¹⁾	I⁽²⁾	Ridgewood Peregrine LLC
Series B1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,164	⁽¹⁾	I⁽²⁾	Ridgewood Peregrine LLC
Series C1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,317,311	⁽¹⁾	I⁽²⁾	Ridgewood Peregrine LLC
Series D1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	924,861	⁽¹⁾	I⁽²⁾	Ridgewood Peregrine LLC

Explanation of Responses:

1. Each share of the Series A1 Preferred Stock, Series B1 Preferred Stock, Series C1 Preferred Stock, and D1 Preferred Stock will automatically convert into one share of common stock upon the closing the Issuer's intitial public offering, and has no expiration date.

2. Ridgewood Peregrine LLC is managed by Ridgewood Venture Management Corporation which is owned by Robert E. Swanson. Elton B. Sherwin is Senior Managing Director of Ridgewood Capital Management, LLC, an affiliate of Ridgewood Venture Management Corporation. Elton B. Sherwin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Jay Biskupski as Attorney-in-fact for Elton B. Sherwin	08/07/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.