0001044321-14-000060.txt : 20140213 0001044321-14-000060.hdr.sgml : 20140213 20140212175451 ACCESSION NUMBER: 0001044321-14-000060 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: ADAM C. STETTNER GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P. GROUP MEMBERS: SSCAYMAN, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA CLEAN HOLDINGS INC CENTRAL INDEX KEY: 0001275014 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 611430858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79796 FILM NUMBER: 14601791 BUSINESS ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 576-4400 MAIL ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123196670 MAIL ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 ultraclean13gt5.txt ULTRA CLEAN 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _5_) Ultra Clean Holdings, Inc. _____________________________________________ (Name of Issuer) Common Stock, Par Value $.001 _______________________________________________ (Title of Class of Securities) 90385V107 _________________________________________________ (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2406 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ____ Rule 13d-1(b) _x__ Rule 13d-1(c) ____ Rule 13d-1(d) *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. 90385V107 13G Page 2 of 6 Pages 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Austin W. Marxe, David M. Greenhouse and Adam C. Stettner 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: 0 Shares Beneficially 8. Shared Voting Power: 2,624,868* Owned by Each Reporting 9. Sole Dispositive Power: 0 Person With 10. Shared Dispositive Power: 2,624,868*____ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,624,868* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13. Percent of Class Represented by Amount in Row (11): 9.2%* 14. Type of Reporting Person (See Instructions): IA, IN * This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?). Marxe, Greenhouse and Stettner share sole voting and investment power over 822,244 shares of Common Stock owned by Special Situations Cayman Fund, L.P., and 1,802,624 shares of Common Stock owned by Special Situations Fund III QP, L.P. See Items 2 and 4 of this Schedule for additional information. Page 3 of 6 Pages Item 1. Security and Issuer: (a) Ultra Clean Holdings, Inc. (b) 26462 Corporate Avenue, Hayward, California 94545 Item 2. (a) Name of Person Filing: The persons filing this report are Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?), who are members of SSCayman LLC (?SSCay?), the general partner of Special Situations Cayman Fund, L.P. (?Cayman?). Marxe, Greenhouse and Stettner are controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner of Special Situations Fund III QP, L.P. (?SSFQP?). AWM serves as the investment adviser to Cayman and SSFQP. The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. (b) Address of Principal Business Office or, if none, Residence: The principal business address for Marxe, Greenhouse and Stettner is 527 Madison Avenue, Suite 2600, New York, NY 10022. (c) Citizenship: Austin W. Marxe, David M. Greenhouse Adam C. Stettner are United States citizens. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 90385V107. Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d- 2(b), check whether the person filing is a: Not Applicable (a) ( ) Broker or Dealer registered under section 15 of the Act; (b) ( ) Bank as defined in section 3(a) (6) of the Act; (c) ( ) Insurance Company as defined in section 3(a) (19) of the Act; (d) ( ) Investment Company registered under section 8 of the Investment Company Act of 1940; (e) ( ) An Investment Adviser in accordance with $240.13d -1(b)(I)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with $240.13d-1(b)(I)(ii)(F); Page 4 of 6 Pages (g) ( ) A parent holding company or control person in accordance with $240.13d- 1(b)(1)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J). Item 4. Ownership: (a) Amount Beneficially Owned: Messrs. Marxe, Greenhouse and Stettner beneficially own a total of 2,624,868 shares of Common Stock. This amount includes 822,244 shares of Common Stock owned by Cayman and 1,802,624 shares of Common Stock owned by SSFQP. (b) Percent of Class: Messrs. Marxe, Greenhouse and Stettner beneficially own 9.2% of the shares outstanding, of which Cayman owns 2.9% of the outstanding shares and SSFQP owns 6.3% of the outstanding shares. (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,624,868 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,624,868 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following __. Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices of Dissolution of Group: Not applicable. Page 5 of 6 Pages Item 10.Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: February 7, 2014 /s/ Austin W. Marxe AUSTIN W. MARXE /s/David M Greenhouse DAVID M. GREENHOUSE /s/Adam C. Stettner ADAM C. STETTNER Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Page 6 of 6 Pages JOINT FILING AGREEMENT Austin W. Marxe, David M. Greenhouse and Adam C. Stettner hereby agree that the Schedule 13G to which this agreement is attached is filed on behalf of each of them. /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse /s/ Adam C. Stettner Adam C. Stettner -6- S5313/1 1319328.02