SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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OMB Number: 3235-0362
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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).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Wanger Eric

(Last) (First) (Middle)
401 N. MICHIGAN AVE.
SUITE 1301

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTIGEN COMMUNICATIONS INC [ ATGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/08/2007
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 05/20/2008 P4 200 A $1.66 1,177,591 I(1) See Note 1
Common Stock 05/27/2008 P4 700 A $1.41 1,178,291 I(1) See Note 1
Common Stock 05/29/2008 P4 600 A $1.43 1,178,891 I(1) See Note 1
Common Stock 05/29/2008 P4 200 A $1.6 1,179,091 I(1) See Note 1
Common Stock 05/30/2008 P4 24,400 A $1.43 1,203,491 I(1) See Note 1
Common Stock 05/30/2008 P4 4,600 A $1.39 1,208,091 I(1) See Note 1
Common Stock 06/04/2008 P4 100 A $1.87 1,208,191 I(1) See Note 1
Common Stock 06/18/2008 P4 500 A $1.39 1,208,691 I(1) See Note 1
Common Stock 06/19/2008 P4 300 A $1.49 1,208,991 I(1) See Note 1
Common Stock 06/20/2008 P4 100 A $1.88 1,209,091 I(1) See Note 1
Common Stock 06/23/2008 P4 300 A $1.54 1,209,391 I(1) See Note 1
Common Stock 06/24/2008 P4 2,100 A $1.34 1,211,491 I(1) See Note 1
Common Stock 06/26/2008 P4 200 A $1.31 1,213,491 I(1) See Note 1
Common Stock 06/27/2008 P4 100 A $1.85 1,213,591 I(1) See Note 1
Common Stock 08/29/2008 P4 5,600 A $1.26 1,219,191 I(1) See Note 1
Common Stock 08/29/2008 P4 1,000 A $1.33 1,220,191 I(1) See Note 1
Common Stock 09/15/2008 P4 5,800 A $1.18 1,225,991 I(1) See Note 1
Common Stock 09/16/2008 P4 22,616 A $1.12 1,248,607 I(1) See Note 1
Common Stock 09/29/2008 P4 1,198 A $0.83 1,249,805 I(1) See Note 1
Common Stock 09/30/2008 P4 32,600 A $0.99 1,282,405 I(1) See Note 1
Common Stock 10/02/2008 P4 15,400 A $1.01 1,297,805 I(1) See Note 1
Common Stock 10/30/2008 P4 41,000 A $0.66 1,338,805 I(1) See Note 1
Common Stock 10/31/2008 P4 80,000 A $0.71 1,418,805 I(1) See Note 1
Common Stock 11/13/2008 P4 8,370 A $0.78 1,427,175 I(1) See Note 1
Common Stock 11/14/2008 P4 93,100 A $0.7 1,520,275 I(1) See Note 1
Common Stock 11/17/2008 P4 4,000 A $0.7 1,524,275 I(1) See Note 1
Common Stock 11/19/2008 P4 91,858 A $0.68 1,616,133 I(1) See Note 1
Common Stock 11/24/2008 P4 3,275 A $0.69 1,619,408 I(1) See Note 1
Common Stock 11/28/2008 P4 26,364 A $0.69 1,645,772 I(1) See Note 1
Common Stock 12/01/2008 P4 2,200 A $0.65 1,647,972 I(1) See Note 1
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares held by Wanger Long Term Opportunity Fund II, LP ("WLTOF"). The Reporting Person controls WLTOF through (a) its general partner, WLTOF GP LLC, in which the Reporting Person has an interest, and (b) Wanger Investment Management, Inc., in which the Reporting Person has an interest and which provides investment management services to WLTOF. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his beneficial interest in WLTOF.
Remarks:
The Reporting Person inadvertently failed to timely file Form 4 in connection with the acquisition of shares of the common stock of the Issuer and options to acquire shares of the common stock of the Issuer during the period beginning on January 22, 2007 and ending on December 9, 2008. This Form 5, together with the other Form 5 filings made by the Reporting Person as of the date hereof, reports all transactions by the Reporting Person in the Issuer's equity securities during such period, including without limitation certain transactions previously reported on Form 4.
/s/ Eric D. Wanger 12/12/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.