0000950138-15-000305.txt : 20150420 0000950138-15-000305.hdr.sgml : 20150420 20150420160118 ACCESSION NUMBER: 0000950138-15-000305 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150420 DATE AS OF CHANGE: 20150420 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: 15780723 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 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA CLEAN HOLDINGS INC DATE OF NAME CHANGE: 20031231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIT HOLDING CO LLC CENTRAL INDEX KEY: 0001346816 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVNEUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2125823015 MAIL ADDRESS: STREET 1: 245 PARK AVNEUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 ait13ga_04152015.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

________________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

Ultra Clean Holdings Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

90385V107
(CUSIP Number)

 
                             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 the disclosures provided in a prior cover page.
The information required in 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).
 
(1) This amendment is being filed pursuant to SEC Rule 13d-2, and is intended to satisfy subsection (b) thereunder.
 
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
AIT Holding Company LLC
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[  ]
(b)[ X ] (1)
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5
0
  
SHARED VOTING POWER
6
1,903,752
  
SOLE DISPOSITIVE POWER
7
0
  
SHARED DISPOSITIVE POWER
8
1,903,752
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,903,752 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.99% (2)
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
 
(1) This schedule is being filed by AIT Holding Company LLC ("AIT") and HLHZ AIT Holding, L.L.C. ("HLHZ AIT” and, together with AIT, the "Reporting Persons"). AIT beneficially owns directly 1,903,752 shares (the “Shares”) of common stock, $0.001 par value of Ultra Clean Holdings, Inc. (“Ultra Clean”). HLHZ AIT owns a majority voting interest in AIT and may be deemed to beneficially own indirectly the Shares. Eugene W. Bernosky, Gary F. Imdieke, Joseph A. Julian, Michael H. Mallinen, David A. Preiser, David R. Salemi and Leonard M. Tannenbaum are the Managers of AIT Holding Company LLC and share voting and dispositive power over the Shares held by AIT Holding Company LLC, and each disclaims beneficial ownership of the shares identified in this footnote except to the extent of his respective proportionate pecuniary interest in such shares. The Reporting Persons disclaim beneficial ownership of the Shares in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
 
(2) This percentage is calculated based upon 31,771,376 shares of Ultra Clean’s common stock outstanding as of February 27, 2015 as reported in the latest Annual Report on Form 10-K filed by Ultra Clean.
 
 
(2)
 


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
HLHZ AIT Holdings, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X] (1)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
5    
          0
SHARED VOTING POWER
6    
          1,903,752
SOLE DISPOSITIVE POWER
7    
          0
SHARED DISPOSITIVE POWER
8   
          1,903,752 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,752 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.99% (2)
12
TYPE OF REPORTING PERSON
OO

(1) This schedule is being filed by the Reporting Persons. AIT beneficially owns directly the Shares. HLHZ AIT owns a majority voting interest in AIT and may be deemed to beneficially own indirectly the Shares. Eugene W. Bernosky, Gary F. Imdieke, Joseph A. Julian, Michael H. Mallinen, David A. Preiser, David R. Salemi and Leonard M. Tannenbaum are the Managers of AIT Holding Company LLC and share voting and dispositive power over the Shares held by AIT Holding Company LLC, and each disclaims beneficial ownership of the shares identified in this footnote except to the extent of his respective proportionate pecuniary interest in such shares. The Reporting Persons disclaim beneficial ownership of the Shares in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
 
(2) This percentage is calculated based upon 31,771,376 shares of Ultra Clean’s common stock outstanding as of February 27, 2015 as reported in the latest Annual Report on Form 10-K filed by Ultra Clean.

(3)
Item 1.(a)
Name of Issuer:
Ultra Clean Holdings LLC
Item 1.(b)
Address of Issuer’s Principal Executive Offices:
26462 Corporate Avenue, Hayward, California 94545
Item 2.(a)
Name of Person(s) Filing:
AIT Holding Company LLC
HLHZ AIT Holdings, L.L.C.
Item 2.(b) Address of Principal Business Office or, if None, Residence
AIT Holding Company LLC, 245 Park Avenue, 20th Floor, New York, NY 10167
HLHZ AIT Holdings, L.L.C., 245 Park Avenue, 20th Floor, New York, NY 10167
Item 2.(c) Citizenship:
AIT Holding Company LLC - Delaware
HLHZ AIT Holdings, L.L.C. - California
Item 2.(d)
Title of Class of Securities:
Common Stock, $0.001 par value
Item 2.(e)
CUSIP Number:
90385V107
Item 3.
Not applicable.
Item 4.
Ownership.
(a)
Amount beneficially owned:
1,903,752 (1)
(b)
Percent of class:
5.99% (2)
(c)
Number of shares to which such person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power to vote or direct the vote: 1,903,752 (1)
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose of or direct the disposition of: 1,903,752 (1)
 
(1) This schedule is being filed by AIT Holding Company LLC ("AIT") and HLHZ AIT Holding, L.L.C. ("HLHZ AIT” and, together with AIT, the "Reporting Persons"). AIT beneficially owns directly 1,903,752 shares (the “Shares”) of common stock, $0.001 par value of Ultra Clean Holdings, Inc. (“Ultra Clean”). HLHZ AIT owns a majority voting interest in AIT and may be deemed to beneficially own indirectly the Shares. Eugene W. Bernosky, Gary F. Imdieke, Joseph A. Julian, Michael H. Mallinen, David A. Preiser, David R. Salemi and Leonard M. Tannenbaum are the Managers of AIT Holding Company LLC and share voting and dispositive power over the Shares held by AIT Holding Company LLC, and each disclaims beneficial ownership of the shares identified in this footnote except to the extent of his respective proportionate pecuniary interest in such shares. The Reporting Persons disclaim beneficial ownership of the Shares in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
 
(2) This percentage is calculated based upon 31,771,376 shares of Ultra Clean’s common stock outstanding as of February 27, 2015 as reported in the latest Annual Report on Form 10-K filed by Ultra Clean.

(4)
Item 5.
Ownership of Five Percent or Less of a Class.
Not applicable.
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 By the Parent Holding Company.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
Not applicable
Item 9.
Notice of Dissolution of a Group.
Not applicable
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

(5)


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:
April 17, 2015

 
 

 
     By: /s/ Joseph Julian
            Chairman of the Board of Managers of AIT Holding Company LLC
 
 
     By:  /s/ David Preiser 
            Manager of HLHZ AIT Holdings, L.L.C.

 
 
 
 
 
 
 
 
(6)