-----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, RWMC1pFR2zbTge0WIgz46jRlHx4hKucfb3B/bxEaqLbaqnPskC59/5ZUis8J+R9c 3gLXsJjvv6LTH+d4QI5pAQ== 0001104659-10-059388.txt : 20101119 0001104659-10-059388.hdr.sgml : 20101119 20101119202205 ACCESSION NUMBER: 0001104659-10-059388 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101119 FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spansion Inc. CENTRAL INDEX KEY: 0001322705 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 300177542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: (408) 962-2500 MAIL ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Sumeru Fund LP CENTRAL INDEX KEY: 0001410377 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 101207017 BUSINESS ADDRESS: STREET 1: 2775 Sand Hill Rd CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 Sand Hill Rd CITY: Menlo Park STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors Sumeru, L.P. CENTRAL INDEX KEY: 0001463520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 101207016 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates Sumeru, L.P. CENTRAL INDEX KEY: 0001463521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 101207015 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA Sumeru (GP), L.L.C. CENTRAL INDEX KEY: 0001463527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 101207014 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLS Spansion Holdings, LLC CENTRAL INDEX KEY: 0001491156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 101207018 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 a4.xml 4 X0303 4 2010-11-19 0 0001322705 Spansion Inc. CODE 0001491156 SLS Spansion Holdings, LLC 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001410377 Silver Lake Sumeru Fund LP 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463520 Silver Lake Technology Investors Sumeru, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463521 Silver Lake Technology Associates Sumeru, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463527 SLTA Sumeru (GP), L.L.C. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock, par value $0.001 per share 2010-11-19 4 J 0 1995789 0 A 7343755 D SLS Spansion Holdings, LLC ("SLS Spansion") was just apprised of the determination by the claims agent of the calculation which results in the final amount of the 1,995,789 shares reported herein (the "Securities"), which shares are expected to be received in December 2010 in exchange for the satisfaction of certain unsecured claims pursuant to the Second Amended Joint Plan of Reorganization dated 4/7/10 (as amended) of the Issuer, Spansion Technology LLC, Spansion LLC, Cerium Laboratories LLC and Spansion International, Inc., under Chapter 11 of the Bankruptcy Code (including all exhibits thereto, and as modified by the Confirmation Order entered on 4/16/10, the "Plan"). The Plan became effective on 5/10/10, pursuant to which the Issuer has reserved additional unregistered shares of its Class A Common Stock for future issuance to satisfy the allowed claims of certain creditors, as specified in the Plan, of which the Reporting Persons may receive a portion thereof as holders of allowed claims for the claims not satisfied pursuant to the distributions reported herein. The Securities are directly owned by SLS Spansion. These Securities, together with the 5,347,966 shares previously reported, constitute approximately 12.4% of the Class A Common Stock of Spansion, Inc. based on the number of shares of Class A Common Stock outstanding as of October 27, 2010 (59,270,916 shares), as represented by the Issuer. Silver Lake Sumeru Fund, L.P. (the "Sumeru Fund") is the managing member of SLS Spansion, and Silver Lake Technology Investors Sumeru, L.P. (the "Side Fund") is a member of SLS Spansion. Silver Lake Technology Associates Sumeru, L.P. (the "Lower GP") is the sole general partner of each of the Sumeru Fund and the Side Fund. SLTA Sumeru (GP), L.L.C. (the "Upper GP") is the sole general partner of the Lower GP. As such, under Rule 16a-1(a)(2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Securities may also be deemed to be beneficially owned by: (i) the Sumeru Fund and the Side Fund as members of SLS Spansion; (ii) the Lower GP, as the sole general partner of the Sumeru Fund and the Side Fund; and (iii) the Upper GP, as the sole general partner of the Lower GP. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the reporting persons (other than SLS Spansion) disclaims beneficial ownership of such Securities, except to the extent of its pecuniary interest. In addition to the Securities reported herein, Silver Lake Credit Fund, L.P. (the "Credit Fund") and SL Capital Appreciation Fund, L.L.C. (the "Cap Appreciation Fund") also expect to receive 1,381,498 and 96,112 shares, respectively, in addition to the 2,374,834 and 201,433 shares previously held. In addition, the Credit Fund and the Cap Appreciation Fund may also receive, on a contingent basis and based on the value of the Issuer's shares after December 24, 2010, a maximum of 5,760 and 640 shares, respectively, on or around December 31, 2010. Silver Lake Group, L.L.C. ("SLG"), which is a managing member of the Upper GP described above, is also the managing member of (i) the Cap Appreciation Fund and (ii) SLFA (GP), L.L.C., the general partner of Silver Lake Financial Associates, L.P., which is in turn the general partner of the Credit Fund. SLG disclaims any and all beneficial ownership of the shares disclosed herein, except to the extent of any pecun iary interest therein. /s/ Paul Mercadante, managing director of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Sumeru Fund, L.P., the managing member of SLS Spansion Holdings, LLC 2010-11-19 -----END PRIVACY-ENHANCED MESSAGE-----