0001144204-16-138296.txt : 20161207 0001144204-16-138296.hdr.sgml : 20161207 20161207133127 ACCESSION NUMBER: 0001144204-16-138296 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161207 DATE AS OF CHANGE: 20161207 GROUP MEMBERS: MERCURY FUND XI, LTD. GROUP MEMBERS: MERCURY MANAGEMENT, L.L.C GROUP MEMBERS: MERCURY VENTURES III, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATA I/O CORP CENTRAL INDEX KEY: 0000351998 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 910864123 STATE OF INCORPORATION: WA FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33828 FILM NUMBER: 162038428 BUSINESS ADDRESS: STREET 1: 6645 185TH AVE NE, SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4258676922 MAIL ADDRESS: STREET 1: 6645 185TH AVE NE, SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWE KEVIN C CENTRAL INDEX KEY: 0001209253 FILING VALUES: FORM TYPE: SC 13G/A SC 13G/A 1 v454601_sc13g-a.htm SC 13G/A

 CUSIP No. 237690102Page 1 of 10

  

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Schedule 13G/A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

DATA I/O CORP.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

237690102

(CUSIP Number)

 

December 5, 2016
(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)
☐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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 CUSIP No. 237690102Page 2 of 10

  

1.Name of Reporting Person I. R. S. Identification No. of Above Person (entities only)

 

Mercury Fund XI, Ltd. I.R.S. Identification No. 80-0912589

 

 

2.Check the Appropriate Box if a Member of a Group*

(a) ☐

(b) ☐

 

3.SEC Use Only

 

 

 

4.Citizenship or Place of Organization

 

Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power 391,964(1)
6. Shared Voting Power -0-
7. Sole Dispositive Power 391,964 (1)
8. Shared Dispositive Power -0-

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person            391,964 (1)

 

 

 

10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ☐

 

 

 

11.Percent of Class Represented by Amount in Row (9)            4.90%(2)

 

 

 

12.Type of Reporting Person*                  PN

  

 

 

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, L.L.C. (“Mercury Management”), the General Partner of Mercury Ventures III, Ltd. ("Mercury Ventures III"), which is the General Partner of Mercury Fund XI, Ltd. ("Mercury XI").

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

 

 CUSIP No. 237690102Page 3 of 10

 

1.Name of Reporting Person I. R. S. Identification No. of Above Person (entities only)

 

Mercury Ventures III, Ltd. I.R.S. Identification No. 46-2489415

 

2.Check the Appropriate Box if a Member of a Group*

(a) ☐

(b) ☐

 

3.SEC Use Only

 

 

 

4.Citizenship or Place of Organization

 

Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power 391,964(1)
6. Shared Voting Power -0-
7. Sole Dispositive Power 391,964 (1)
8. Shared Dispositive Power -0-
9.Aggregate Amount Beneficially Owned by Each Reporting Person       391,964(1)

 

 

 

10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*          ☐

 

 

 

11.Percent of Class Represented by Amount in Row (9)              4.90%(2)

 

 

 

12.Type of Reporting Person*           PN

 

 

 

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury Fund XI, which owns 391,964 shares of common stock (“Common Stock”) of Data I/O Corp. (“Data I/O”).

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

 

 CUSIP No. 237690102Page 4 of 10

 

1.Name of Reporting Person I. R. S. Identification No. of Above Person (entities only)

 

Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232

 

2.Check the Appropriate Box if a Member of a Group*

 (a) ☐

(b) ☐

 

3.SEC Use Only

 

 

 

4.Citizenship or Place of Organization

  

Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power 391,964(1)
6. Shared Voting Power -0-
7. Sole Dispositive Power 391,964 (1)
8. Shared Dispositive Power -0-

9.Aggregate Amount Beneficially Owned by Each Reporting Person        391,964 (1)

 

 

 

10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*          ☐

 

 

 

11.Percent of Class Represented by Amount in Row (9)        4.90%(2)

 

 

 

12.Type of Reporting Person*        OO

 

 

 

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI, which owns 391,964 shares of Common Stock.

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

 

 CUSIP No. 237690102Page 5 of 10

  

1.Name of Reporting Person I. R. S. Identification No. of Above Person (entities only)

 

Kevin C. Howe

 

2.Check the Appropriate Box if a Member of a Group*

(a) ☐

(b) ☐

 

3.SEC Use Only

 

 

 

4.Citizenship or Place of Organization United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power 391,964(1)
6. Shared Voting Power -0-
7. Sole Dispositive Power 391,964 (1)
8. Shared Dispositive Power -0-
9.Aggregate Amount Beneficially Owned by Each Reporting Person            391,964 (1)

 

 

 

10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*            ☐

 

 

 

11.Percent of Class Represented by Amount in Row (9)            4.90%(2)

 

 

 

12.Type of Reporting Person*            IN

 

 

 

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI, which owns 391,964 shares of Common Stock.

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

  

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 CUSIP No. 237690102Page 6 of 10


Introduction

 

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury Fund XI, Ltd. ("Mercury XI"), Mercury Ventures III, Ltd. ("Mercury Ventures III"), Mercury Management, L.L.C. ("Mercury Management") and Kevin C. Howe ("Mr. Howe") are making this joint filing on Schedule 13G/A.

 

Item 1(a). Name of Issuer:
   
  Data I/O Corp., a Washington corporation (“Data I/O”)
   
Item 1(b). Address of Issuer's Principal Executive Offices:
   
  6464 185th Avenue NE, Suite 101, Redmond, WA  98052
   
Item 2(a). Name of Person Filing:
   
  Mercury Fund XI, Ltd.
  Mercury Ventures III, Ltd.
  Mercury Management, L.L.C.
  Kevin C. Howe
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  The principal business office of Mercury Fund XI, Ltd., Mercury Ventures III, Mercury Management and Mr. Howe is 501 Park Lake Drive, McKinney, Texas  75070.
   
Item 2(c). Citizenship:
   
  Mercury XI's place of organization is Texas
  Mercury Ventures III's place of organization is Texas
  Mercury Management's place of organization is Texas
  Mr. Howe is a citizen of the United States
   
Item 2(d). Title of Class of Securities:
   
  Common stock, $0.01 par value per share (the "Common Stock")
   
Item 2(e). CUSIP Number:
   
  237690102

 

 

 CUSIP No. 237690102Page 7 of 10

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not Applicable.
   
Item 4. Ownership:

 

Mercury XI

 

(a)Amount beneficially owned: 391,964(1)

 

(b)Percent of class: 4.90%(2)

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote 391,964(1)

 

(ii)Shared power to vote or direct the vote -0-

 

(iii)Sole power to dispose or to direct the disposition of 391,964(1)

 

(iv)Shared power to dispose or to direct the disposition of -0-

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI.

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

Mercury Ventures III

 

(a)Amount beneficially owned: 391,964 (1)

 

(b)Percent of class: 4.90%(2)

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote 391,964 (1)

 

(ii)Shared power to vote or direct the vote -0-

 

(iii)Sole power to dispose or to direct the disposition of 391,964 (1)

 

(iv)Shared power to dispose or to direct the disposition of -0-

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI, which owns 391,964 shares of Common Stock.

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

 

 CUSIP No. 237690102Page 8 of 10

 

Mercury Management

 

(a)Amount beneficially owned: 391,964 (1)

 

(b)Percent of class: 4.90%(2)

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote 391,964 (1)

 

(ii)Shared power to vote or direct the vote -0-

 

(iii)Sole power to dispose or to direct the disposition of 391,964 (1)

 

(iv)Shared power to dispose or to direct the disposition of -0-

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI, which owns 391,964 shares of Common Stock.

  

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

Mr. Howe

 

(a)Amount beneficially owned: 391,964 (1)

 

(b)Percent of class: 4.90%(2)

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote 391,964 (1)

 

(ii)Shared power to vote or direct the vote -0-

 

(iii)Sole power to dispose or to direct the disposition of 391,964 (1)

 

(iv)Shared power to dispose or to direct the disposition of -0-

 

(1)Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures III, which is the General Partner of Mercury XI, which owns 391,964 shares of Common Stock.

 

(2)Assumes a total of 7,992,394 shares of Common Stock outstanding based on the Data I/O Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed on November 14, 2016.

 

 

 CUSIP No. 237690102Page 9 of 10

 

Item 5. Ownership of Five Percent or Less of a Class:
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
  Not Applicable

 

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:
   
  The following lists each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(c):
  Mercury Fund XI, Ltd.
  Mercury Ventures III, Ltd.
  Mercury Management, L.L.C.
  Kevin C. Howe
   
Item 9. Notice of Dissolution of Group:
   
  Not Applicable
   
Item 10. Certification:
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 CUSIP No. 237690102Page 10 of 10

 

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.

 

December 7, 2016   MERCURY FUND XI, LTD.
     
    By: MERCURY VENTURES III, LTD.
      General Partner
       
    By: MERCURY MANAGEMENT, L.L.C.
      General Partner
       
    By:   /s/ Kevin C. Howe
    Name: Kevin C. Howe
    Title: Manager
       
December 7, 2016   MERCURY VENTURES III, LTD.
     
    By: MERCURY MANAGEMENT, L.L.C.
      General Partner
       
    By:   /s/ Kevin C. Howe
    Name: Kevin C. Howe
    Title: Manager
       
December 7, 2016   MERCURY MANAGEMENT, L.L.C.
       
    By:   /s/ Kevin C. Howe
    Name: Kevin C. Howe
    Title: Manager
       
December 7, 2016   /s/ Kevin C. Howe
    Kevin C. Howe

 

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

 

 

 

 

 

 

 

 

 

SCHEDULE 13G/A

JOINT FILING AGREEMENT

 

This Joint Filing Agreement is dated as of December 7, 2016 by and among Mercury Fund XI, Ltd., ("Mercury XI"), Mercury Ventures III, Ltd. ("Mercury Ventures III"), Mercury Management, L.L.C. ("Mercury Management") and Kevin C. Howe ("Mr. Howe").

 

WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the "Act"), the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing.

 

NOW, THEREFORE, the undersigned do hereby agree as follows:

 

1.       The Schedule 13G/A (the "Schedule 13G/A") with respect to Data I/O Corp., a Washington corporation, to which this Agreement is attached as Exhibit A is filed on behalf of Mercury XI, Mercury Ventures III, Mercury Management and Mr. Howe. Mercury XI, Mercury Ventures III and Mercury Management hereby authorize Mr. Howe to file the Schedule 13G/A on their behalf.

 

2.       Each of Mercury XI, Mercury Ventures III, Mercury Management and Mr. Howe are responsible for the completeness and accuracy of the information concerning such person or entity contained therein; provided that each person or entity is not responsible for the completeness or accuracy of the information concerning any other person or entity making such filing.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.

 

  MERCURY FUND XI, LTD.
   
  By: MERCURY VENTURES III, LTD.
    General Partner
       
    By: MERCURY MANAGEMENT, L.L.C.
      General Partner
       
    By:   /s/ Kevin C. Howe
    Name: Kevin C. Howe
    Title: Manager
       
  MERCURY VENTURES III, LTD.
   
  By: MERCURY MANAGEMENT, L.L.C.
    General Partner
     
    By:   /s/ Kevin C. Howe
    Name: Kevin C. Howe
    Title: Manager
       
  MERCURY MANAGEMENT, L.L.C.
       
  By:   /s/ Kevin C. Howe 
  Name: Kevin C. Howe
  Title: Manager 
     
  /s/ Kevin C. Howe
 

Name: Kevin C. Howe