-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiZ0gv/Gj3jBU+JKp0pLLIARWl+DRapgziM/9N2OpALIq7kFdEJhOyM1CfksB5en egcZCFOwfGR5eSQBrHuWSA== 0001266454-07-000069.txt : 20070214 0001266454-07-000069.hdr.sgml : 20070214 20070214173234 ACCESSION NUMBER: 0001266454-07-000069 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAN THINH Q CENTRAL INDEX KEY: 0000903902 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SIGMA DESIGNS INC STREET 2: 46501 LANDING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5107700100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA DESIGNS INC CENTRAL INDEX KEY: 0000790715 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942848099 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37977 FILM NUMBER: 07623240 BUSINESS ADDRESS: STREET 1: 1221 CALIFORNIA CIRCLE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4082629003 MAIL ADDRESS: STREET 1: 1221 CALIFORNIA CIRCLE CITY: MILPITAS STATE: CA ZIP: 95035 SC 13G/A 1 sigma_sc13ga19.htm SIGMA DESIGNS, INC. Sigma Designs, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G/A
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 19)*
 
Sigma Designs, Inc.

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
826565103

(CUSIP Number)
 
December 31, 2006

(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)
 
[   ] 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. 826565103
13G
 Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Thinh Q. Tran 

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) [  ]
(b) [  ] 

3
SEC USE ONLY
 

4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5             SOLE VOTING POWER 
 
               1,385,702*

6             SHARED VOTING POWER
 
               38,000

7             SOLE DISPOSITIVE POWER
 
                1,385,702*

8              SHARED DISPOSITIVE POWER
 
                38,000

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,385,702*

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.80%

12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

*Includes 972,409 share underlying stock options exercisable within 60 days of December 31, 2006. Please refer to Item 4 "Ownership" regarding shares omitted or included in such totals.

 
CUSIP No. 826565103
13G
 Page 3 of 6 Pages
 
ITEM 1.
 
(a)
Name of Issuer:
 
Sigma Designs, Inc.
 
(b)
Address of Issuer's Principal Executive Offices:
 
1221 California Circle
Milpitas, California 95035
 
ITEM 2.
 
(a)
Name of Person Filing:
 
Thinh Q. Tran
 
(b)
Address of Principal Business Office or, if none, Residence:
 
c/o Sigma Designs, Inc.
1221 California Circle
Milpitas, California 95035
 
(c)
Citizenship:
 
United States of America
 
(d)
Title of Class of Securities:
 
Common Stock
 
(e)
CUSIP Number:
 
826565103
 

CUSIP No. 826565103
13G
 Page 4 of 6 Pages
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO ss.ss.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
 
Not applicable.
 
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)
Shares Beneficially Owned:
 
(i)
Held by me beneficially and of record:    1,385,702 *
 
(ii)
Held by four irrevocable trusts which my children were beneficiaries;** beneficial ownership disclaimed by me under Rule 13d-4:    38,000 **
 
(iii)
Total shares reported:    1,423,702 *
 
(b)
Percent of Class:
 
* The 1,423,702 reported shares constitute 5.96% of the 23,876,339 shares outstanding on December 3l, 2006; the 1,385,702 shares owned beneficially by me constitute 5.80% of such shares as of December 31, 2006.
 
(c)
Number of shares as to which I have:
 
(i)
Sole power to vote or to direct the vote:    1,385,702 *
 
(ii)
Shared power to vote or to direct the vote:    38,000 **
 
(iii)
Sole power to dispose or to direct the disposition of:   1,385,702 *
 
(iv)
Shared power to dispose or to direct the disposition of:    38,000 **
 
* Pursuant to Rule 13d-3(d)(1)(i), this figure includes 972,409 shares, representing vested stock options, which I had the right to purchase within sixty days of December 31, 2006.
 
** Pursuant to Rule 13d-3(a) and 13d-4, the total 38,000 shares held by four irrevocable trusts which named my children as beneficiaries and my sister as a trustee are as follows:
 
a.
Thanh Kim Tran TTEE UA 9/13/95 by Thinh Q Tran & Hanh Nguyen Huy Q Tran 1995 Trust - 9,500 shares
b.
Thanh Kim Tran TTEE UA 9/13/95 by Thinh Q Tran & Hanh Nguyen Khiem Q Tran 1995 Trust - 9,500 shares
c.
Thanh Kim Tran TTEE UA 9/13/95 by Thinh Q Tran & Hanh Nguyen Quang Q Tran 1995 Trust - 9,500 shares
d.
Thanh Kim Tran TTEE UA 9/13/95 by Thinh Q Tran & Hanh Nguyen Vinh Q Tran 1995 Trust - 9,500 shares
 
The power to direct the voting and disposition of the shares is shared by the trustee (my sister); I disclaim beneficial ownership of the shares owned by these trusts.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
Not applicable.
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
Not applicable.
 

CUSIP No. 826565103
13G
 Page 5 of 6 Pages
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
Not applicable.
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
Not applicable.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
 
Not applicable. 
 
ITEM 10.
CERTIFICATION
 
Not applicable.
 
 

CUSIP No. 826565103
13G
 Page 6 of 6 Pages
 
 
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 14, 2007
 
Thinh Tran
 
By: /s/ Thinh Q. Tran

Name: Thinh Q. Tran
Title: President
and Chief Executive Officer
  
 
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