0001104659-13-059026.txt : 20130801 0001104659-13-059026.hdr.sgml : 20130801 20130801172017 ACCESSION NUMBER: 0001104659-13-059026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: R.H. FUND 1, L.P. GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS IX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND II, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XVI, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PMC SIERRA INC CENTRAL INDEX KEY: 0000767920 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942925073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44213 FILM NUMBER: 131003510 BUSINESS ADDRESS: STREET 1: 1380 BORDEAUX DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 408-369-1176 MAIL ADDRESS: STREET 1: ATTENTION: TREASURER STREET 2: 1380 BORDEAUX DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19950419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a13-17754_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

PMC-Sierra, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

69344F106

(CUSIP Number)

Ralph V. Whitworth

Relational Investors, LLC

12400 High Bluff Drive, Suite 600

San Diego, CA 92130

(858) 704-3333

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

July 31, 2013

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §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).

CUSIP No. 69344F106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 20,845,365

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 20,845,365

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,845,365

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.22%

	14.	Type of Reporting Person (See Instructions) IA/HC/OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,311,919

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 11,311,919

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,311,919

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.54%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,868,596

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 6,868,596

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,868,596

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 3.37%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Fund Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,101

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 6,101

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,101

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.00%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Coast Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 65,119

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 65,119

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 65,119

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) R.H. Fund 1, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 58,238

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 58,238

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 58,238

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors IX, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 97,633

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 97,633

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,633

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.05%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors XV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 68,628

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 68,628

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 68,628

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors XVI, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 38,226

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 38,226

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,226

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.02%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors XX, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 60,702

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 60,702

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 60,702

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors XXIII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 85,254

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 85,254

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 85,254

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.04%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors XXIV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 50,846

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 50,846

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 50,846

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.02%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Ralph V. Whitworth

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 20,845,365

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 20,845,365

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,845,365

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.22%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) David H. Batchelder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 20,845,365

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 20,845,365

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,845,365

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.22%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Schedule 13D/A constitutes the third amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 17, 2012 and amended by Amendment No. 1 and No. 2 filed by the Reporting Persons with the SEC on November 9, 2012 and January 11, 2013 (the “Statement”) with respect to the common stock, $0.001 par value (the “Shares”), of PMC-Sierra, Inc. (the “Issuer” or the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 2. Identity and Background

This Statement is being filed by Relational Investors Mid-Cap Fund I, L.P. (“MC I”), Relational Investors Mid-Cap Fund II, L.P. (“MC II”), Relational Coast Partners, L.P. (“RCP”), Relational Fund Partners, L.P. (“RFP”), RH Fund 1, L.P. (“RH 1”), Relational Investors IX, L.P. (“RI IX”), Relational Investors XV, L.P. (“RI XV”), Relational Investors XVI, L.P. (“RI XVI”), Relational Investors XX, L.P. (“RI XX”), Relational Investors XXIII, L.P. (“RI XXIII”) and Relational Investors XXIV, L.P. (“RI XXIV”) collectively, the “Relational LPs.” Each of the Relational LPs is a Delaware limited partnership. The principal business of each is securities investment.

This Statement is also being filed by Relational Investors, LLC (“RILLC”), a Delaware limited liability company. The principal business of RILLC is being the sole general partner or sole managing member of the general partner of certain investment partnerships, including the Relational LPs and the investment adviser of certain client managed accounts, the “Managed Accounts”. The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs, and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.

This Statement is also being filed by Ralph V. Whitworth and David H. Batchelder. Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over certain securities covered by this Statement. As such, Messrs. Whitworth and Batchelder may be deemed to have indirect beneficial ownership of such securities, but, each of Mr. Whitworth and Mr. Batchelder disclaim beneficial ownership of the Shares except to the extent of his pecuniary interest therein. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the “Reporting Persons”).

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The business address of each of the Relational Persons is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.

Messrs. Whitworth and Batchelder are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons purchased an aggregate of 20,845,365 Shares for total consideration (including brokerage commissions) of $139.3 million derived from their working capital.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On August 1, 2013, the Reporting Persons exercised their option under the Cooperation Agreement (described in our last amendment) to appoint one director to serve on the board of the Issuer and on its Compensation Committee. The Reporting Persons have appointed Mr. Kirt Karros, a Principal and Managing Director of Relational Investors LLC. A copy of the letter to the Issuer is attached as Exhibit C.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Statement, the Reporting Persons beneficially own in the aggregate 20,845,365 Shares, constituting approximately 10.22% of the outstanding Shares. The percentage of Shares owned is based upon 204,029,716 Shares reported to be outstanding on May 6, 2013, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	2,134,103	1.05%	Sole
MC I	11,311,919	5.54%	Sole
MC II	6,868,596	3.37%	Sole
RCP	65,119	0.03%	Sole
RFP	6,101	0.00%	Sole
RH 1	58,238	0.03%	Sole
RI IX	97,633	0.05%	Sole
RI XV	68,628	0.03%	Sole
RI XVI	38,226	0.02%	Sole
RI XX	60,702	0.03%	Sole
RI XXIII	85,254	0.04%	Sole
RI XXIV	50,846	0.02%	Sole

RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 2,134,103 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 18,711,262 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares. Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to have indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) See item (a) above.

(c) Information concerning transactions in the Shares by the Reporting Persons during the past 60 days is set forth in Exhibit A filed with this Statement.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

The following Exhibits are filed herewith:

Exhibit A — Information concerning transactions in the Shares affected by the Reporting Persons in the last 60 days.

Exhibit B — Joint Filing Agreement.

Exhibit C — Letter to Issuer dated August 1, 2013.

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.

Dated: August 1, 2013

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL COAST PARTNERS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RH FUND 1, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS XV, L.P.

RELATIONAL INVESTORS XVI, L.P.

RELATIONAL INVESTORS XX, L.P.

RELATIONAL INVESTORS XXIII, L.P.

RELATIONAL INVESTORS XXIV, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth


/s/ David H. Batchelder
David H. Batchelder

EX-99.A 2 a13-17754_1ex99da.htm EX-99.A

Exhibit A

Transactions by Reporting Persons in the last 60 days.

Beneficial Ownership	Purchase or Sale	Quantity	Transaction Date	Price per Share (including commission)	How Effected
Relational Investors LLC	Purchase	5,383	7/30/2013	6.43	Open Market
Relational Investors LLC	Purchase	14,400	7/30/2013	6.53	Open Market
Relational Investors LLC	Purchase	19,918	7/30/2013	6.54	Open Market
Relational Investors LLC	Purchase	7,402	7/30/2013	6.52	Open Market
Relational Investors LLC	Purchase	5,383	7/30/2013	6.56	Open Market
Relational Investors LLC	Purchase	25,483	7/30/2013	6.43	Open Market
Relational Investors LLC	Purchase	68,168	7/30/2013	6.53	Open Market
Relational Investors LLC	Purchase	94,288	7/30/2013	6.54	Open Market
Relational Investors LLC	Purchase	35,039	7/30/2013	6.52	Open Market
Relational Investors LLC	Purchase	25,483	7/30/2013	6.56	Open Market
Relational Coast Partners, L.P.	Purchase	4,344	7/30/2013	6.43	Open Market
Relational Coast Partners, L.P.	Purchase	11,620	7/30/2013	6.53	Open Market
Relational Coast Partners, L.P.	Purchase	16,073	7/30/2013	6.54	Open Market
Relational Coast Partners, L.P.	Purchase	5,973	7/30/2013	6.52	Open Market
Relational Coast Partners, L.P.	Purchase	4,344	7/30/2013	6.56	Open Market
Relational Fund Partners, L.P.	Purchase	407	7/30/2013	6.43	Open Market
Relational Fund Partners, L.P.	Purchase	1,089	7/30/2013	6.53	Open Market
Relational Fund Partners, L.P.	Purchase	1,506	7/30/2013	6.54	Open Market
Relational Fund Partners, L.P.	Purchase	559	7/30/2013	6.52	Open Market
Relational Fund Partners, L.P.	Purchase	407	7/30/2013	6.56	Open Market
Relational Investors IX, L.P.	Purchase	6,513	7/30/2013	6.43	Open Market
Relational Investors IX, L.P.	Purchase	12,195	7/30/2013	6.53	Open Market
Relational Investors IX, L.P.	Purchase	5,227	7/30/2013	6.53	Open Market
Relational Investors IX, L.P.	Purchase	16,869	7/30/2013	6.54	Open Market
Relational Investors IX, L.P.	Purchase	7,229	7/30/2013	6.54	Open Market
Relational Investors IX, L.P.	Purchase	8,955	7/30/2013	6.52	Open Market
Relational Investors IX, L.P.	Purchase	4,559	7/30/2013	6.56	Open Market

Relational Investors IX, L.P.	Purchase	1,954	7/30/2013	6.56	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	112,421	7/30/2013	6.43	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	300,725	7/30/2013	6.53	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	415,952	7/30/2013	6.54	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	154,579	7/30/2013	6.52	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	112,421	7/30/2013	6.56	Open Market
Relational Investors XV, L.P.	Purchase	4,578	7/30/2013	6.43	Open Market
Relational Investors XV, L.P.	Purchase	12,246	7/30/2013	6.53	Open Market
Relational Investors XV, L.P.	Purchase	16,939	7/30/2013	6.54	Open Market
Relational Investors XV, L.P.	Purchase	6,295	7/30/2013	6.52	Open Market
Relational Investors XV, L.P.	Purchase	4,578	7/30/2013	6.56	Open Market
Relational Investors XVI, L.P.	Purchase	2,550	7/30/2013	6.43	Open Market
Relational Investors XVI, L.P.	Purchase	6,821	7/30/2013	6.53	Open Market
Relational Investors XVI, L.P.	Purchase	9,435	7/30/2013	6.54	Open Market
Relational Investors XVI, L.P.	Purchase	3,506	7/30/2013	6.52	Open Market
Relational Investors XVI, L.P.	Purchase	2,550	7/30/2013	6.56	Open Market
Relational Investors XX, L.P.	Purchase	4,049	7/30/2013	6.43	Open Market
Relational Investors XX, L.P.	Purchase	10,832	7/30/2013	6.53	Open Market
Relational Investors XX, L.P.	Purchase	14,983	7/30/2013	6.54	Open Market
Relational Investors XX, L.P.	Purchase	5,568	7/30/2013	6.52	Open Market
Relational Investors XX, L.P.	Purchase	4,049	7/30/2013	6.56	Open Market
Relational Investors XXIII, L.P.	Purchase	5,687	7/30/2013	6.43	Open Market
Relational Investors XXIII, L.P.	Purchase	15,213	7/30/2013	6.53	Open Market
Relational Investors XXIII, L.P.	Purchase	21,043	7/30/2013	6.54	Open Market
Relational Investors XXIII, L.P.	Purchase	7,820	7/30/2013	6.52	Open Market
Relational Investors XXIII, L.P.	Purchase	5,687	7/30/2013	6.56	Open Market
Relational Investors XXIV, L.P.	Purchase	3,392	7/30/2013	6.43	Open Market
Relational Investors XXIV, L.P.	Purchase	9,073	7/30/2013	6.53	Open Market
Relational Investors XXIV, L.P.	Purchase	12,550	7/30/2013	6.54	Open Market
Relational Investors XXIV, L.P.	Purchase	4,664	7/30/2013	6.52	Open Market
Relational Investors XXIV, L.P.	Purchase	3,392	7/30/2013	6.56	Open Market
RH Fund 1, L.P.	Purchase	3,885	7/30/2013	6.43	Open Market
RH Fund 1, L.P.	Purchase	10,392	7/30/2013	6.53	Open Market
RH Fund 1, L.P.	Purchase	14,375	7/30/2013	6.54	Open Market

RH Fund 1, L.P.	Purchase	5,342	7/30/2013	6.52	Open Market
RH Fund 1, L.P.	Purchase	3,885	7/30/2013	6.56	Open Market
Relational Investors LLC	Purchase	21,308	7/30/2013	6.43	Open Market
Relational Investors LLC	Purchase	56,999	7/30/2013	6.53	Open Market
Relational Investors LLC	Purchase	78,840	7/30/2013	6.54	Open Market
Relational Investors LLC	Purchase	29,298	7/30/2013	6.52	Open Market
Relational Investors LLC	Purchase	21,308	7/30/2013	6.56	Open Market
Relational Investors LLC	Purchase	11,825	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	2,755	7/31/2013	6.59	Open Market
Relational Investors LLC	Purchase	4,899	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	55,976	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	13,042	7/31/2013	6.59	Open Market
Relational Investors LLC	Purchase	23,190	7/31/2013	6.58	Open Market
Relational Coast Partners, L.P.	Purchase	9,542	7/31/2013	6.58	Open Market
Relational Coast Partners, L.P.	Purchase	2,223	7/31/2013	6.59	Open Market
Relational Coast Partners, L.P.	Purchase	3,953	7/31/2013	6.58	Open Market
Relational Fund Partners, L.P.	Purchase	896	7/31/2013	6.58	Open Market
Relational Fund Partners, L.P.	Purchase	208	7/31/2013	6.59	Open Market
Relational Fund Partners, L.P.	Purchase	369	7/31/2013	6.58	Open Market
Relational Investors IX, L.P.	Purchase	10,015	7/31/2013	6.58	Open Market
Relational Investors IX, L.P.	Purchase	4,292	7/31/2013	6.58	Open Market
Relational Investors IX, L.P.	Purchase	3,333	7/31/2013	6.59	Open Market
Relational Investors IX, L.P.	Purchase	4,149	7/31/2013	6.58	Open Market
Relational Investors IX, L.P.	Purchase	1,778	7/31/2013	6.58	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	246,935	7/31/2013	6.58	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	57,537	7/31/2013	6.59	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	102,305	7/31/2013	6.58	Open Market
Relational Investors XV, L.P.	Purchase	10,056	7/31/2013	6.58	Open Market
Relational Investors XV, L.P.	Purchase	2,343	7/31/2013	6.59	Open Market
Relational Investors XV, L.P.	Purchase	4,166	7/31/2013	6.58	Open Market
Relational Investors XVI, L.P.	Purchase	5,602	7/31/2013	6.58	Open Market
Relational Investors XVI, L.P.	Purchase	1,305	7/31/2013	6.59	Open Market
Relational Investors XVI, L.P.	Purchase	2,320	7/31/2013	6.58	Open Market
Relational Investors XX, L.P.	Purchase	8,895	7/31/2013	6.58	Open Market

Relational Investors XX, L.P.	Purchase	2,072	7/31/2013	6.59	Open Market
Relational Investors XX, L.P.	Purchase	3,685	7/31/2013	6.58	Open Market
Relational Investors XXIII, L.P.	Purchase	12,493	7/31/2013	6.58	Open Market
Relational Investors XXIII, L.P.	Purchase	2,910	7/31/2013	6.59	Open Market
Relational Investors XXIII, L.P.	Purchase	5,175	7/31/2013	6.58	Open Market
Relational Investors XXIV, L.P.	Purchase	7,451	7/31/2013	6.58	Open Market
Relational Investors XXIV, L.P.	Purchase	1,736	7/31/2013	6.59	Open Market
Relational Investors XXIV, L.P.	Purchase	3,086	7/31/2013	6.58	Open Market
RH Fund 1, L.P.	Purchase	8,534	7/31/2013	6.58	Open Market
RH Fund 1, L.P.	Purchase	1,988	7/31/2013	6.59	Open Market
RH Fund 1, L.P.	Purchase	3,535	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	46,805	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	10,905	7/31/2013	6.59	Open Market
Relational Investors LLC	Purchase	19,390	7/31/2013	6.58	Open Market
Relational Investors LLC	Purchase	8,733	8/1/2013	6.61	Open Market
Relational Investors LLC	Purchase	41,339	8/1/2013	6.61	Open Market
Relational Coast Partners, L.P.	Purchase	7,047	8/1/2013	6.61	Open Market
Relational Fund Partners, L.P.	Purchase	660	8/1/2013	6.61	Open Market
Relational Investors IX, L.P.	Purchase	10,565	8/1/2013	6.61	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	182,363	8/1/2013	6.61	Open Market
Relational Investors XV, L.P.	Purchase	7,427	8/1/2013	6.61	Open Market
Relational Investors XVI, L.P.	Purchase	4,137	8/1/2013	6.61	Open Market
Relational Investors XX, L.P.	Purchase	6,569	8/1/2013	6.61	Open Market
Relational Investors XXIII, L.P.	Purchase	9,226	8/1/2013	6.61	Open Market
Relational Investors XXIV, L.P.	Purchase	5,502	8/1/2013	6.61	Open Market
RH Fund 1, L.P.	Purchase	6,302	8/1/2013	6.61	Open Market
Relational Investors LLC	Purchase	34,566	8/1/2013	6.61	Open Market

EX-99.B 3 a13-17754_1ex99db.htm EX-99.B

Exhibit B

JOINT FILING AGREEMENT

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.001 par value, of PMC-Sierra, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 1st day of August 2013.

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL COAST PARTNERS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RH FUND 1, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS XV, L.P.

RELATIONAL INVESTORS XVI, L.P.

RELATIONAL INVESTORS XX, L.P.

RELATIONAL INVESTORS XXIII, L.P.

RELATIONAL INVESTORS XXIV, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth

/s/ David H. Batchelder
David H. Batchelder

EX-99.C 4 a13-17754_1ex99dc.htm EX-99.C

Exhibit C

VIA ELECTRONIC MAIL AND OVERNIGHT MAIL

August 1, 2013

Ms. Alinka Flaminia

Vice President, General Counsel and Corporate Secretary

PMC – Sierra, Inc.

1380 Bordeaux Drive

Sunnyvale, CA 94089

Re: Board Nominee Election

Dear Alinka:

Pursuant to the letter agreement (“Agreement”) dated January 10, 2013 between PMC-Sierra, Inc. (the “Company”) and Relational Investors LLC (“Investor”) and each of the other individuals and entities set forth on the signatures pages thereto (the “Investor Affiliates,” and together with Investor, the Investor Affiliates, and the Affiliates and Associates and each of the foregoing, the “Investor Group”), the Investor Group hereby requests the Board of Directors of the Company appoint Kirt Karros to serve as a director in accordance with the terms of the Agreement.

Sincerely,

/s/ Kirt Karros

Principal and Managing Director