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*
Perham Leonard charles
(Last) (First) (Middle)
C/O NETLOGIC MICROSYSTEMS, INC.
1875 CHARLESTON ROAD
(Street)
MOUNTAIN VIEW CA 94043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NETLOGIC MICROSYSTEMS INC [ NETL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2004
4. 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 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 02/04/2004 M 17,500 A $2 120,000 D
Common Stock 04/02/2004 G 38,000 D $0 82,000 D
Common Stock 07/14/2004 C 105,985 A $0 187,985(1) D
Common Stock 07/06/2004 X 10,000 A $2 10,000 I see footnote(2)
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
Stock Options (right to buy) $2 01/20/2004 A 10,000 (3) 01/19/2014 Common Stock 10,000 $0 10,000 D
Stock Options (right to buy) $2 01/20/2004 A 2,500 (4) 01/19/2014 Common Stock 2,500 $0 2,500 D
Stock Options (right to buy) $2 02/04/2004 M 10,000 (3) 01/19/2014 Common Stock 10,000 $0 0 D
Stock Options (right to buy) $2 02/04/2004 M 2,500 (4) 01/19/2014 Common Stock 2,500 $0 0 D
Stock Options (right to buy) $2 02/04/2004 M 2,500 (5) 03/04/2013 Common Stock 2,500 $0 0 D
Stock Options (right to buy) $2 02/04/2004 M 2,500 (5) 03/04/2013 Common Stock 2,500 $0 0 D
Warrant to Purchase Common Stock $2 03/18/2004 P 10,000 (5) 07/14/2004 Common Stock 10,000 $0 10,000 I see footnote(2)
Warrant to Purchase Common Stock $2 07/06/2004 X 10,000 (5) 07/14/2004 Common Stock 10,000 $0 0 I see footnote(2)
Series B Preferred Stock $0(6) 07/14/2004 C 150,999 (7) 07/14/2004(8) Common Stock 37,524 $0 0 D
Series C Preferred Stock $0(6) 07/14/2004 C 120,000 (7) 07/14/2004(8) Common Stock 30,000 $0 0 D
Series D Preferred Stock $0(6) 07/14/2004 C 153,846 (7) 07/14/2004(8) Common Stock 38,461 $0 0 D
Explanation of Responses:
1. These shares of common stock were acquired upon the automatic conversion of all shares of each series of preferred stock of the issuer immediately prior to the closing of the issuer's initial public offering.
2. These shares are held by Perham Ventures, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
3. This option was vested and exercisable with respect to 25% of the shares subject to the option upon grant and vested and became exercisable with respect to 1/36 of the remaining shares subject to such option at the end of each calendar month thereafter. This option also has an early exercise provision pursuant to which the holder may exercise this option with respect to unvested shares.
4. This option was fully vested upon grant.
5. These securities were immediately exercisable.
6. These shares of preferred stock were convertible into shares of common stock of the issuer at a ratio of one share of common stock for every four shares of preferred stock.
7. These shares of preferred stock were immediately convertible.
8. These shares of preferred stock automatically converted into shares of common stock immediately prior to the closing of the issuer's initial public offering.
/S/ Leonard Charles Perham 07/16/2004
** 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).
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