SC 13D/A 1 a615578asc13da.htm SC 13D/A SCHEDULE 13D/A Integrated Device Technology

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1 - Exit Filing)*

 

 

 

Integrated Device Technology, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

458118106

(CUSIP Number)

 

Libin Sun, Liang Xu, Haiping Zhou, Zhibin Lin

Junping Chen, Libin Yang

Suite A601, Ecommerce Service Base, Gongyuannan Rd.

Nanshan District, Shenzhen, Guangdong 518070

People’s Republic of China

+86-755-2602-7862

 

With a Copy to:

 

Nauman A. Aly

1812 N Columbia Blvd

Gate C15, Suite 514-668

Portland, Oregon 97217

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 12, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 


TABLE OF CONTENTS

Explanatory Note

Item 3. Source and Amount of Funds or Other Consideration

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Signatures


CUSIP No. 458118106   13D/A   Page 2 of 12

 

 

 

  1

  NAME OF REPORTING PERSON

 

  Libin Sun

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  6,010,886(1)

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  6,010,886(1)

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,010,886(1)

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(2)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.4%(3)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Includes 3,600,000 shares of common stock subject to American-style call options with strike prices ranging from $0.25 to $0.38 and exercisable through dates ranging from November 3, 2016 to November 14, 2016.

 

(2) Libin Sun may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(3) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 3 of 12
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  1

  NAME OF REPORTING PERSON

 

  Liang Xu

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  260,433

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  260,433

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  260,433

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Liang Xu may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 4 of 12
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  1

  NAME OF REPORTING PERSON

 

  Haiping Zhou

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  130,775

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  130,775

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  130,775

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.1%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Haiping Zhou may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 5 of 12
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  1

  NAME OF REPORTING PERSON

 

  Zhibin Lin

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  75,915

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  75,915

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  75,915

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.1%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Zhibin Lin may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 6 of 12
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  1

  NAME OF REPORTING PERSON

 

  Junping Chen

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  72,000

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  72,000

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  72,000

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.1%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Junping Chen may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 7 of 12
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  1

  NAME OF REPORTING PERSON

 

  Libin Yang

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  70,877

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  70,877

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  70,877

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.1%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Libin Yang may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 8 of 12
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  1

  NAME OF REPORTING PERSON

 

  Nauman A. Aly

  2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a) o          (b) x

  3

  SEC USE ONLY

 

  4

  SOURCE OF FUNDS

 

  PF, OO

  5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  o

  6

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Pakistan

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

  SOLE VOTING POWER

 

  0

 

  8

  SHARED VOTING POWER

 

  0

 

  9

  SOLE DISPOSITIVE POWER

 

  0

 

  10

  SHARED DISPOSITIVE POWER

 

  0

 

  11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

 

  12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  x(1)

 

  13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0%(2)

 

  14

  TYPE OF REPORTING PERSON

 

  IN

 

(1) Nauman A. Aly may be deemed to be part of a “group” with certain other Reporting Persons. See Item 5.

 

(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.

 

 


 

CUSIP No. 458118106   13D/A   Page 9 of 12
Table of Contents

Explanatory Note:

 

Pursuant to Rule 13d-2 promulgated under the Act, this statement constitutes Amendment No. 1 to the Schedule 13D (this “Amendment”) relating to the Common Stock, par value $0.001, issued by Integrated Device Technology, Inc., (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on April 12, 2016 (the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D). This Amendment is the final amendment to the Initial Schedule 13D and an exit filing for the Reporting Persons. Except as set forth herein, this Amendment does not supplement, restate or amend any of the other information disclosed in the Initial Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

 

 

Item 3.  Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented by adding the following:

 

On April 12, 2016, NALY sold American-style call options referencing 185,000 shares of Common Stock for an aggregate consideration of $447,740.

 

 

Item 5.  Interest in Securities of the Issuer

 

Items 5(a) through 5(c) and item 5(e) are hereby amended and restated to read as follows:

 

(a) – (b) Based upon the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016, as filed with the Securities and Exchange Commission on February 9, 2016, there were 135,373,226 shares of the Common Stock outstanding as of February 5, 2016.

 

The following table sets forth the beneficial ownership of the shares of Common Stock for each of the Reporting Persons as of April 12, 2016.

 

Name

   Shares
Beneficially
Owned
     Percentage
of Total
    Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
 

Libin Sun(1)

     6,010,886(1)         4.4%       6,010,886(1)         0         6,010,886(1)         0   

Liang Xu

     260,433         0.2%       260,433         0         260,433         0   

Haiping Zhou

     130,775         0.1%       130,775         0         130,775         0   

Zhibin Lin

     75,915         0.1%       75,915         0         75,915         0   

Junping Chen

     72,000         0.1%       72,000         0         72,000         0   

Libin Yang

     70,877         0.1%       70,877         0         70,877         0   

Nauman A. Aly

     0         0%       0         0         0         0   

 

(1) Includes 3,600,000 shares of Common Stock subject to American-style call options.

 



CUSIP No. 458118106   13D/A   Page 10 of 12
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Due to the nature of the transaction described in Item 4, the Reporting Persons may be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act). As a result, each of the Reporting Persons may be deemed to beneficially own an aggregate of 6,620,886 shares of Common Stock, or approximately 4.9% of the outstanding shares of Common Stock of the Issuer. Each Reporting Person hereby expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Reporting Person or any other person, and this Schedule 13D shall not be construed as acknowledging that any Reporting Person, for any or all purposes, beneficially owns any shares of Common Stock beneficially owned by any other Reporting Person or any other person or is a member of a group with any other Reporting Person or any other person.

 

Except as disclosed in this statement, none of the Reporting Persons (i) beneficially owns any shares of Common Stock or has the right to acquire any shares of Common Stock or (ii) presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock that they may be deemed to beneficially own.

 

(c) The following table sets forth information concerning transactions that were effected by the Reporting Persons after the filing of Initial Schedule 13D. Unless otherwise indicated, all transactions were effected by NALY.



Trade Date
Buy/Sell
No. of Shares/Quantity
Security
Expiration Date
Strike Price
Price Per Share*
Price Range*
April 12, 2016
Sell
148,200
Listed Call Option
April 15, 2016
$20
$2.15
$2.00 to $2.90
April 12, 2016
Sell
36,800
Listed Call Option
April 15, 2016
$20
$3.52
$3.50 to $3.70

*The price per share reported above is a weighted average price.  Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the securities sold at each separate price within the ranges set forth above.

 

(e) As of April 12, 2016, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer.





CUSIP No. 458118106   13D/A   Page 11 of 12
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and restated to read as follows:

 

LSUN beneficially holds options to purchase 3,600,000 shares of Common Stock pursuant to various American-style call options with strike prices ranging from $0.25 to $0.38 and exercisable through dates ranging from November 3, 2016 to November 14, 2016. None of the options gives the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.

 

The Reporting Persons may, from time to time, enter into and dispose of options or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.

 

Except for the matters described herein, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer.





CUSIP No. 458118106   13D/A   Page 12 of 12
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SIGNATURES

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: April 12, 2016

LIBIN SUN
By:   /s/ Libin Sun
  Name: Libin Sun
LIANG XU
By:   /s/ Liang Xu
  Name: Liang Xu
HAIPING ZHOU
By:   /s/ Haiping Zhou
  Name: Haiping Zhou
ZHIBIN LIN
By:   /s/ Zhibin Lin
  Name: Zhibin Lin
JUNPING CHEN
By:   /s/ Junping Chen
  Name: Junping Chen
LIBIN YANG
By:   /s/ Libin Yang
  Name: Libin Yang
NAUMAN A. ALY
By:   /s/ Nauman A. Aly
  Name: Nauman A. Aly

Signature Page to Schedule 13D/A