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*
POTOMAC CAPITAL PARTNERS II LP

(Last) (First) (Middle)
825 THIRD AVENUE
33RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLX TECHNOLOGY INC [ PLXT ]
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)
11/07/2013
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, $0.001 Par Value(1)(2) 11/07/2013 P 139,500 A $6.1395(3) 3,421,712 D(4)
Common Stock, $0.001 Par Value(1)(2) 128,249 I By Potomac Capital Partners III, L.P.(5)
Common Stock, $0.001 Par Value(1)(2) 952,083 I By Potomac Capital Partners, L.P.(6)
Common Stock, $0.001 Par Value(1)(2) 181,234 I By Eric Singer
Common Stock, $0.001 Par Value(1)(2) 35,700 I By Martin Colombatto(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
1. Name and Address of Reporting Person*
POTOMAC CAPITAL PARTNERS II LP

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
Potomac Capital Management II, L.L.C.

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
POTOMAC CAPITAL PARTNERS III, L.P.

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
Potomac Capital Management III, L.L.C.

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
POTOMAC CAPITAL PARTNERS LP

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
POTOMAC CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
SOLIT PAUL J

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
Singer Eric

(Last) (First) (Middle)
825 THIRD AVENUE
33RD 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*
DOMENIK STEPHEN L

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL RD #1670

(Street)
DALLAS TX 75240

(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*
COLOMBATTO MARTIN J

(Last) (First) (Middle)
4130 CALLE ISABELLA

(Street)
SAN CLEMENTE CA 92672

(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. This Form 4 is filed jointly by Potomac Capital Partners II, L.P. ("PCP II"), Potomac Capital Management II, L.L.C. ("Potomac Management II"), Potomac Capital Partners III, L.P. ("PCP III"), Potomac Capital Management III, L.L.C. ("Potomac Management III"), Potomac Capital Partners, L.P. ("PCP I"), Potomac Capital Management, L.L.C. ("Potomac Management I"), Paul J. Solit, Eric Singer, Martin Colombatto and Stephen Domenik (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.10 to $6.15,inclusive. The reporting person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and ExchangeCommission, upon request, further information regarding the number of shares purchased at each separate price such shares were purchased.
4. Shares of Common Stock beneficially owned by PCP II. Potomac Management II, as the general partner of PCP II, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP II. Each of Messrs. Solit and Singer, as co-managing members of Potomac Management II, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP II.
5. Shares of Common Stock beneficially owned by PCP III. Potomac Management III, as the general partner of PCP III, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP III. Each of Messrs. Solit and Singer, as co-managing members of Potomac Management III, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP III.
6. Shares of Common Stock beneficially owned by PCP I. Potomac Management I, as the general partner of PCP I, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP I. Mr. Solit, as managing member of Potomac Management I, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by PCP I.
7. Mr. Colombatto directly owned 13,100 Shares of Common Stock, may be deemed to beneficially own 13,100 Shares of Common Stock that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife, and may be deemed to beneficially own 9,500 Shares of Common Stock which are held in a trust for his child who shares the same household.
Potomac Capital Partners II, L.P.; By: Potomac Capital Management II, L.L.C.; By: /s/ Paul J. Solit, Co-Managing Member 11/12/2013
Potomac Capital Management II, L.L.C.; By: /s/ Paul J. Solit, Co-Managing Member 11/12/2013
Potomac Capital Partners III, L.P.; By: Potomac Capital Management III, L.L.C.; By: /s/ Paul J. Solit, Co-Managing Member 11/12/2013
Potomac Capital Management III, L.L.C.; By: /s/ Paul J. Solit, Co-Managing Member 11/12/2013
Potomac Capital Partners L.P.; By: Potomac Capital Management, L.L.C.; By: /s/ Paul J. Solit, Managing Member 11/12/2013
Potomac Capital Management, L.L.C.; By: /s/ Paul J. Solit, Managing Member 11/12/2013
/s/ Paul J. Solit 11/12/2013
/s/ Eric Singer 11/12/2013
Martin Colombatto; By: /s/ Paul J. Solit, Attorney in Fact 11/12/2013
Stephen Domenik; By: /s/ Paul J. Solit, Attorney in Fact 11/12/2013
** 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 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).
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.