FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/16/2003 |
3. Issuer Name and Ticker or Trading Symbol
SIGMATEL INC [ SGTL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock(1) | 48,502 | D(2) | |
Common Stock | 3,096 | D(3) | |
Common Stock | 1,053 | D(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series F Convertible Preferred Stock | 08/06/1999(5) | 08/08/1988(6) | Common Stock | 2,934,219 | $0(7) | D(2) | |
Series F Convertible Preferred Stock | 08/06/1999(5) | 08/08/1988(6) | Common Stock | 296,877 | $0(7) | D(3) | |
Series F Convertible Preferred Stock | 08/06/1999(5) | 08/08/1988(6) | Common Stock | 67,540 | $0(7) | D(4) | |
Series H Convertible Preferred Stock | 08/15/2000(5) | 08/08/1988(6) | Common Stock | 284,925 | $0(8) | D(2) | |
Series H Convertible Preferred Stock | 08/15/2000(5) | 08/08/1988(6) | Common Stock | 28,828 | $0(8) | D(3) | |
Series H Convertible Preferred Stock | 08/15/2000(5) | 08/08/1988(6) | Common Stock | 6,558 | $0(8) | D(4) | |
Series J Convertible Preferred Stock | 02/21/2003(5) | 08/08/1988(6) | Common Stock | 2,002,870 | $0(9) | D(2) | |
Series J Convertible Preferred Stock | 02/21/2003(5) | 08/08/1988(6) | Common Stock | 127,843 | $0(9) | D(3) | |
Series J Convertible Preferred Stock | 02/21/2003(5) | 08/08/1988(6) | Common Stock | 43,483 | $0(9) | D(4) | |
10% Convertible Debentures due 2006 | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 505,554 | $2.57 | D(2) | |
10% Convertible Debentures due 2006 | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 51,151 | $2.57 | D(3) | |
10% Convertible Debentures due 2006 | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 11,637 | $2.57 | D(4) | |
Warrant (right to buy) | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 505,554 | $2.57 | D(2) | |
Warrant (right to buy) | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 51,151 | $2.57 | D(3) | |
Warrant (right to buy) | 04/10/2001(5) | 04/10/2006 | Series I Convertible Preferred Stock | 11,637 | $2.57 | D(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This report is filed jointly by the following entities and individuals, all of which are direct or indirect 10% owners, and all of which are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended: Battery Ventures V, L.P., Battery Ventures Convergence Fund, L.P., Battery Investment Partners V, L.L.C. (collectively, the "funds"), Battery Partners V, LLC, Battery Convergence Partners, LLC, Howard Anderson, Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler and Todd A. Dagres. All of these funds also may be deemed a director by virtue of their right to nominate a representative to serve on SigmaTel's board of directors. Kenneth P. Lawler currently serves as these funds' representative on SigmaTel's board of directors. |
2. The reported securities are owned directly by Battery Ventures V, L.P., and indirectly by Battery Partners V, LLC, as general partner of Battery Ventures V, L.P. The managing members of Battery Partners V, LLC are Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler, and Todd A. Dagres, who hold voting and dispositive power for the securities held by Battery Ventures V, L.P. Each of Mr. Frisbie, Curme, Crotty, Lawler, and Dagres disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
3. The reported securities are owned directly by Battery Ventures Convergence Fund, L.P., and indirectly by Battery Convergence Partners, LLC, as general partner of Battery Ventures Convergence Fund, L.P. The managing members of Battery Convergence Partners, LLC are Howard Anderson, Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler, and Todd A. Dagres who hold voting and dispositive power for the securities held by Battery Ventures Convergence Fund, L.P. Each of Mr. Anderson, Frisbie, Curme, Crotty, Lawler, and Dagres disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. The reported securities are owned directly by Battery Investment Partners V, L.L.C. The managers of Battery Investment Partners V, L.L.C. are Richard D. Frisbie, Oliver D. Curme, and Thomas J. Crotty who hold voting and dispositive power for the securities held by Battery Investment Partners V, L.L.C. Each of Mr. Frisbie, Curme, and Cortty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
5. These securities are immediately exercisable. |
6. The data "08/08/1988" was entered pursuant to instructions from the Securities and Exchange Commission because this particular box may not be left blank. These securities are Serial Preferred Stock of SigmaTel and do not expire on a specified date. These securities will automatically convert into shares of SigmaTel's Common Stock upon the effectivness of SigmaTel's initial public offering. |
7. The securities convert into Common Stock at a ratio of .89 shares of Common Stock for each share of Series F Convertible Preferred Stock. |
8. The securities convert into Common Stock at a ratio of .76 shares of Common Stock for each share of Series H Convertible Preferred Stock. |
9. The securities convert into Common Stock at a ratio of .83 shares of Common Stock for each share of Series J Convertible Preferred Stock. |
Remarks: |
Exhibit List Exhibit 99 Joint Filer Information |
By: Batter Ventures V, L.P., /s/ Christopher G. Hanson as attorney-in-fact for Rick Frisbie, as Managing Member of Batter Partners V, LLC | 09/16/2003 | |
** 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 5 (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. |