X0206 3 2013-01-01 0 0000880446 VITESSE SEMICONDUCTOR CORP VTSS 0001566641 Raging Capital Master Fund, Ltd. C/O OGIER FIDUCIARY SERVICES (CAYMAN) 89 NEXUS WAY CAMANA BAY, GRAND CAYMAN E9 KY 1-9007 CAYMAN ISLANDS 0 0 1 0 Common Stock, par value $0.01 6491127 D 8.00% Convertible Second Lien Debentures due 2014 4.50 2014-10-30 Common Stock, par value $0.01 1442666 D The securities of the Issuer reported in this Form 3 are owned directly by Raging Capital Master Fund, Ltd. ("Raging Master") as a result of the assignment of securities of the Issuer held by Raging Capital Fund, LP to Raging Capital Fund (QP), LP, and the contribution of securities of the Issuer held by Raging Capital Fund (QP), LP to Raging Master immediately thereafter. Such assignment and contribution were effected in connection with an internal restructuring implemented by such entities effective January 1, 2013. As the investment manager of Raging Master, Raging Capital Management, LLC ("Raging Capital") may be deemed to beneficially own the securities of the Issuer owned directly by Raging Master. As the managing member of Raging Capital, William C. Martin may be deemed to beneficially own the securities of the Issuer owned directly by Raging Master. Each of Raging Capital and Mr. Martin disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The debentures are convertible into shares of Common Stock; provided, however, that a holder of debentures will only be entitled to exercise its conversion rights to the extent (and only to the extent) that the receipt of shares of Common Stock upon exercise of the conversion right would not cause such holder (including its affiliates) to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.99% of the shares of Common Stock outstanding at such time. Each of Raging Master, Raging Capital and Mr. Martin currently may be deemed to beneficially own in excess of 9.99% of the shares of Common Stock outstanding. Raging Capital Master Fund, Ltd., By: Raging Capital Management, LLC, Investment Manager, By: /s/ Frederick C. Wasch, Chief Financial Officer 2013-01-11