SC 13D/A 1 tessera_13da3-040705.txt AMENDMENT 3; 04/07/05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TESSERA TECHNOLOGIES, INC. -------------------------- (Name of Issuer) Common Stock, Par Value $.001 Per Share --------------------------------------- (Title of Class of Securities) 88164L100 ---------------------- (CUSIP Number) James E. Kaye, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 7, 2005 -------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-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). Continued on following page(s) Page 1 of 10 Pages SCHEDULE 13D CUSIP No. 88164L100 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) INVESTOR AB 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Sweden Number of 7 Sole Voting Power Shares 494,552 Beneficially Owned By 8 Shared Voting Power Each 0 Reporting Person 9 Sole Dispositive Power With 494,552 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 494,552 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 1.14% 14 Type of Reporting Person (See Instructions) OO Page 3 of 10 Pages This Amendment No. 3 to Schedule 13D relates to shares of common stock, par value $.001 per share (the "Shares"), of Tessera Technologies, Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D, dated November 26, 2003, Amendment No. 1 on Schedule 13D, dated April 1, 2004, and Amendment No. 2 on Schedule 13D, dated November 3, 2004 (collectively, the "Initial Statement"). This Amendment No. 3 is being filed by the Reporting Person to report that the number of Shares of which the Reporting Person may be deemed to be the beneficial owner has decreased by more than one percent of the amount of Shares outstanding and that the Reporting Person may no longer be deemed to be the beneficial owner of more than five percent of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of Investor AB ("Investor AB", or the "Reporting Person"). This Statement relates to the Shares held for the accounts of Investor AB and Investor Group, L.P., a Guernsey limited partnership ("Investor Group"). Investor AB is the ultimate general partner of Investor Group and, in such capacity, may be deemed to have voting and dispositive power over the Shares held for the account of Investor Group. Item 5. Interest in Securities of the Issuer. (a) Investor AB may be deemed the beneficial owner of 494,552 Shares (approximately 1.14% of the total number of Shares outstanding). This number consists of A) 346,187 Shares held for its account and B) 148,365 Shares held for the account of Investor Group. The percentage set forth above is calculated on the basis of the Issuer having 43,267,697 Shares outstanding as of March 11, 2005, as stated in the Issuer's most recent annual report on Form 10-K. (b) Investor AB may be deemed to have sole power to direct the voting and disposition of 494,552 Shares. (c) Except for the transactions listed on Annex B hereto, there have been no transactions with respect to the Shares since February 6, 2005 (60 days prior to the date hereof) by the Reporting Person. (d) The partners of Investor Group, including Investor AB, have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the Shares held for the account of Investor Group in accordance with their ownership interests in Investor Group. (e) As of the date hereof, the Reporting Person is not the beneficial owner of more than five percent of the Shares. Page 4 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 2005 INVESTOR AB By: /s/ Michael Oporto ------------------------------ Michael Oporto Attorney-in-Fact By: /s/ Henry Gooss ------------------------------ Henry Gooss Attorney-in-Fact Page 5 of 10 Pages ANNEX B RECENT TRANSACTIONS IN THE SECURITIES OF TESSERA TECHNOLOGIES, INC. Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 2/8/2005 Open Market 122,500 $38.8733 Sale Investor Group, L.P. 2/8/2005 Open Market 52,500 $38.8733 Sale Investor AB 2/9/2005 Open Market 70,000 $39.1156 Sale Investor Group, L.P. 2/9/2005 Open Market 30,000 $39.1156 Sale Investor AB 2/15/2005 Open Market 3,500 $41.2400 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.2400 Sale Investor AB 2/15/2005 Open Market 3,500 $41.2700 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.2700 Sale Investor AB 2/15/2005 Open Market 14,000 $41.3000 Sale Investor Group, L.P. 2/15/2005 Open Market 6,000 $41.3000 Sale Investor AB 2/15/2005 Open Market 3,500 $41.3200 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.3200 Sale Investor AB 2/15/2005 Open Market 17,500 $41.4000 Sale Investor Group, L.P. 2/15/2005 Open Market 7,500 $41.4000 Sale Investor AB 2/15/2005 Open Market 3,500 $41.4200 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.4200 Sale Investor AB 2/15/2005 Open Market 14,000 $41.4500 Sale Investor Group, L.P. 2/15/2005 Open Market 6,000 $41.4500 Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 2/15/2005 Open Market 3,500 $41.5000 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.5000 Sale Investor AB 2/15/2005 Open Market 1,750 $41.5100 Sale Investor Group, L.P. 2/15/2005 Open Market 750 $41.5100 Sale Investor AB 2/15/2005 Open Market 5,250 $41.5500 Sale Investor Group, L.P. 2/15/2005 Open Market 2,250 $41.5500 Sale Investor AB 2/15/2005 Open Market 3,500 $41.6100 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.6100 Sale Investor AB 2/15/2005 Open Market 7,000 $41.7000 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $41.7000 Sale Investor AB 2/15/2005 Open Market 3,500 $41.7500 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $41.7500 Sale Investor AB 2/15/2005 Open Market 3,500 $42.0000 Sale Investor Group, L.P. 2/15/2005 Open Market 1,500 $42.0000 Sale Investor AB 2/15/2005 Open Market 10,500 $42.4280 Sale Investor Group, L.P. 2/15/2005 Open Market 4,500 $42.4280 Sale Investor AB 2/15/2005 Open Market 14,000 $42.4500 Sale Investor Group, L.P. 2/15/2005 Open Market 6,000 $42.4500 Sale Investor AB 2/15/2005 Open Market 10,500 $42.4600 Sale Investor Group, L.P. 2/15/2005 Open Market 4,500 $42.4600 Sale Investor AB 2/15/2005 Open Market 28,000 $42.5000 Sale Investor Group, L.P. 2/15/2005 Open Market 12,000 $42.5000 Sale Investor AB 2/15/2005 Open Market 7,000 $42.5770 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $42.5770 Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 2/15/2005 Open Market 24,500 $42.6000 Sale Investor Group, L.P. 2/15/2005 Open Market 10,500 $42.6000 Sale Investor AB 2/15/2005 Open Market 14,000 $42.6500 Sale Investor Group, L.P. 2/15/2005 Open Market 6,000 $42.6500 Sale Investor AB 2/15/2005 Open Market 7,000 $42.7140 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $42.7140 Sale Investor AB 2/15/2005 Open Market 14,000 $42.7500 Sale Investor Group, L.P. 2/15/2005 Open Market 6,000 $42.7500 Sale Investor AB 2/15/2005 Open Market 7,000 $42.7720 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $42.7720 Sale Investor AB 2/15/2005 Open Market 10,500 $42.8220 Sale Investor Group, L.P. 2/15/2005 Open Market 4,500 $42.8220 Sale Investor AB 2/15/2005 Open Market 10,500 $42.8305 Sale Investor Group, L.P. 2/15/2005 Open Market 4,500 $42.8305 Sale Investor AB 2/15/2005 Open Market 7,000 $42.9000 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $42.9000 Sale Investor AB 2/15/2005 Open Market 7,000 $43.0000 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $43.0000 Sale Investor AB 2/15/2005 Open Market 7,000 $43.0500 Sale Investor Group, L.P. 2/15/2005 Open Market 3,000 $43.0500 Sale Investor AB 3/15/2005 Open Market 10,500 $39.7550 Sale Investor Group, L.P. 3/15/2005 Open Market 4,500 $39.7550 Sale Investor AB 3/15/2005 Open Market 7,000 $39.8000 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $39.8000 Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 3/15/2005 Open Market 7,000 $39.9400 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $39.9400 Sale Investor AB 3/15/2005 Open Market 14,000 $39.9890 Sale Investor Group, L.P. 3/15/2005 Open Market 6,000 $39.9890 Sale Investor AB 3/15/2005 Open Market 17,500 $40.0000 Sale Investor Group, L.P. 3/15/2005 Open Market 7,500 $40.0000 Sale Investor AB 3/15/2005 Open Market 10,500 $40.0500 Sale Investor Group, L.P. 3/15/2005 Open Market 4,500 $40.0500 Sale Investor AB 3/15/2005 Open Market 3,500 $40.1000 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $40.1000 Sale Investor AB 3/15/2005 Open Market 17,500 $40.1500 Sale Investor Group, L.P. 3/15/2005 Open Market 7,500 $40.1500 Sale Investor AB 3/15/2005 Open Market 7,000 $40.1830 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $40.1830 Sale Investor AB 3/15/2005 Open Market 3,500 $40.2000 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $40.2000 Sale Investor AB 3/15/2005 Open Market 14,000 $40.2500 Sale Investor Group, L.P. 3/15/2005 Open Market 6,000 $40.2500 Sale Investor AB 3/15/2005 Open Market 3,500 $40.8000 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $40.8000 Sale Investor AB 3/15/2005 Open Market 3,500 $41.2000 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $41.2000 Sale Investor AB 3/15/2005 Open Market 5,250 $41.2500 Sale Investor Group, L.P. 3/15/2005 Open Market 2,250 $41.2500 Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 3/15/2005 Open Market 1,750 $41.3000 Sale Investor Group, L.P. 3/15/2005 Open Market 750 $41.3000 Sale Investor AB 3/15/2005 Open Market 7,000 $41.3500 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.3500 Sale Investor AB 3/15/2005 Open Market 7,000 $41.3700 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.3700 Sale Investor AB 3/15/2005 Open Market 7,000 $41.4400 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.4400 Sale Investor AB 3/15/2005 Open Market 3,500 $41.4500 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $41.4500 Sale Investor AB 3/15/2005 Open Market 7,000 $41.5100 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.5100 Sale Investor AB 3/15/2005 Open Market 7,000 $41.5500 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.5500 Sale Investor AB 3/15/2005 Open Market 7,000 $41.5810 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $41.5810 Sale Investor AB 3/15/2005 Open Market 3,500 $41.6600 Sale Investor Group, L.P. 3/15/2005 Open Market 1,500 $41.6600 Sale Investor AB 3/15/2005 Open Market 14,000 $41.9000 Sale Investor Group, L.P. 3/15/2005 Open Market 6,000 $41.9000 Sale Investor AB 3/15/2005 Open Market 7,000 $42.0100 Sale Investor Group, L.P. 3/15/2005 Open Market 3,000 $42.0100 Sale Investor AB 3/15/2005 Open Market 14,000 $42.1350 Sale Investor Group, L.P. 3/15/2005 Open Market 6,000 $42.1350 Sale
Date of Nature of Number of Price per For the Account of Transaction Transaction Securities Share ----------------- ----------- ----------- ---------- --------- Investor AB 3/16/2005 Open Market 3,500 $39.3000 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $39.3000 Sale Investor AB 3/16/2005 Open Market 3,500 $39.3500 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $39.3500 Sale Investor AB 3/16/2005 Open Market 3,500 $39.5500 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $39.5500 Sale Investor AB 3/16/2005 Open Market 14,000 $39.6000 Sale Investor Group, L.P. 3/16/2005 Open Market 6,000 $39.6000 Sale Investor AB 3/16/2005 Open Market 3,500 $39.7000 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $39.7000 Sale Investor AB 3/16/2005 Open Market 3,500 $39.7500 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $39.7500 Sale Investor AB 3/16/2005 Open Market 7,000 $40.0000 Sale Investor Group, L.P. 3/16/2005 Open Market 3,000 $40.0000 Sale Investor AB 3/16/2005 Open Market 3,500 $40.1000 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $40.1000 Sale Investor AB 3/16/2005 Open Market 3,500 $40.2500 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $40.2500 Sale Investor AB 3/16/2005 Open Market 3,500 $40.4500 Sale Investor Group, L.P. 3/16/2005 Open Market 1,500 $40.4500 Sale Investor AB 3/16/2005 Open Market 7,000 $40.7000 Sale Investor Group, L.P. 3/16/2005 Open Market 3,000 $40.7000 Sale