0001193125-14-017610.txt : 20140123 0001193125-14-017610.hdr.sgml : 20140123 20140122190723 ACCESSION NUMBER: 0001193125-14-017610 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140123 DATE AS OF CHANGE: 20140122 GROUP MEMBERS: ASIA PACIFIC ASSOCIATES III, LTD. GROUP MEMBERS: DR. TA-LIN HSU GROUP MEMBERS: H&Q ASIA PACIFIC, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fabrinet CENTRAL INDEX KEY: 0001408710 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86055 FILM NUMBER: 14541287 BUSINESS ADDRESS: STREET 1: 5/6 MOO 6, SOI KHUNPRA, PHAHOLYOTHIN RD STREET 2: KLONGNUENG, KLONGLUANG CITY: PATUMTHANEE STATE: W1 ZIP: 12120 BUSINESS PHONE: 662-524-9600 MAIL ADDRESS: STREET 1: 5/6 MOO 6, SOI KHUNPRA, PHAHOLYOTHIN RD STREET 2: KLONGNUENG, KLONGLUANG CITY: PATUMTHANEE STATE: W1 ZIP: 12120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASIA PACIFIC GROWTH FUND III L P CENTRAL INDEX KEY: 0001019218 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WS WALKER & CO 1ST FL STREET 2: WALKER HOUSE MARY ST P O BOX 265GT CITY: GEORGETOWN GRAND CAYMANS STATE: E9 ZIP: 94101 BUSINESS PHONE: 3459453727 SC 13G/A 1 d664346dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

FABRINET

(Name of Issuer)

Ordinary Shares, $0.01 par value

(Title of Class of Securities)

G3323L 10 0

(CUSIP Number)

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)

¨ Rule 13d-1(c)

x 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).

 

 

 

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  2  of 10 Pages

 

  1   

NAMES OF REPORTING PERSON: Asia Pacific Growth Fund III, L.P.

 

I.R.S. Identification Number of Above Person (entities only): 90-0421097

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER(1)

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

     6,257,063 Ordinary Shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    18.0%(1)

12  

TYPE OF REPORTING PERSON

 

    PN

 

 

(1) Based on 34,734,574 Ordinary Shares outstanding as of October 25, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 27, 2013.

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  3  of 10 Pages

 

  1   

NAMES OF REPORTING PERSON: Asia Pacific Associates III, Ltd.

 

I.R.S. Identification Number of Above Person (entities only): None

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

     6,257,063 Ordinary Shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    18.0%(1)

12  

TYPE OF REPORTING PERSON

 

    CO

 

 

(1) Based on 34,734,574 Ordinary Shares outstanding as of October 25, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 27, 2013.

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  4  of 10 Pages

 

  1   

NAMES OF REPORTING PERSONS: H&Q Asia Pacific, Ltd.

 

I.R.S. Identification Number of Above Person (entities only): 98-0446509

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

36,501 Ordinary Shares, all of which are directly owned by H&Q Asia Pacific, Ltd., except that Dr. Hsu may be deemed to have sole power to vote these shares.

   6   

SHARED VOTING POWER

 

6,257,063, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

   7   

SOLE DISPOSITIVE POWER

 

36,501 Ordinary Shares, all of which are directly owned by H&Q Asia Pacific, Ltd., except that Dr. Hsu may be deemed to have sole power to dispose of these shares.

   8   

SHARED DISPOSITIVE POWER

 

6,257,063, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

     6,293,564 Ordinary Shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    18.1%(1)

12  

TYPE OF REPORTING PERSON

 

    CO

 

 

(1) Based on 34,734,574 Ordinary Shares outstanding as of October 25, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 27, 2013.

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  5  of 10 Pages

 

  1   

NAMES OF REPORTING PERSON: Dr. Ta-Lin Hsu

 

I.R.S. Identification Number of Above Person (entities only): Not Applicable

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

    36,501 Ordinary Shares, all of which are directly owned by H&Q Asia Pacific, Ltd.

   6   

SHARED VOTING POWER

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

   7   

SOLE DISPOSITIVE POWER

 

    36,501 Ordinary Shares, all of which are directly owned by H&Q Asia Pacific, Ltd.

   8   

SHARED DISPOSITIVE POWER

 

6,257,063 Ordinary Shares, all of which are directly owned by Asia Pacific Growth Fund III, L.P.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

     6,293,564 Ordinary Shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    18.1%(1)

12  

TYPE OF REPORTING PERSON

 

    IN

 

 

(1) Based on 34,734,574 Ordinary Shares outstanding as of October 25, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 27, 2013.

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  6  of 10 Pages

 

Item 1.

 

   (a)   Name of Issuer:
     Fabrinet
   (b)   Address of Issuer’s Principal Executive Offices:
     c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands

Item 2.

 

   (a)   Name of Person Filing:
    

The Statement is filed on behalf of each of the following persons:

 

(i) Asia Pacific Growth Fund III, L.P. (“APGF III LP”) with respect to the Ordinary Shares directly owned by APGF III LP;

 

(ii) Asia Pacific Associates III, Ltd. (“APA III Ltd.”), which serves as the general partner of APGF III LP, with respect to Ordinary Shares directly owned by APGF III LP;

 

(iii) H&Q Asia Pacific, Ltd. (“H&Q Ltd.”), the sole shareholder of APA III Ltd., with respect to the Ordinary Shares directly owned by APGF III LP, and with respect to the Ordinary Shares directly owned by H&Q Ltd.; and

 

(iv) Dr. Ta-Lin Hsu (“Dr. Hsu”), who serves as Chairman of H&Q Ltd. with respect to the Ordinary Shares directly owned by H&Q Ltd.. with respect to the Ordinary Shares directly owned by APGF III LP, and with respect to the Ordinary Shares of which he is the owner of record.

   (b)   Address of Principal Business Office or, if None, Residence:
    

Principal business office for each of the reporting persons:

 

c/o H&Q Asia Pacific, Suite 2018 Hutchison House, 10 Harcourt Road, Central, Hong Kong

   (c)   Citizenship:
    

APGF III LP is a Cayman Islands exempted limited partnership

APA III Ltd. is a Cayman Islands exempted company

H&Q Ltd. is a British Virgin Islands international business company

Dr. Hsu is a U.S. citizen

   (d)   Title of Class of Securities:
  Ordinary Shares, $0.01 par value
   (e)   CUSIP Number:
  G3323L 10 0

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  7  of 10 Pages

 

Item 3.       If This Statement Is Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
   (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
   (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
   (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
   (e)    ¨    An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)
   (f)    ¨    An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F)
   (g)    ¨    A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G)
   (h)    ¨    A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
   (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 (15 U.S.C. 80a-3)
   (j)    ¨    Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
Item 4.       Ownership.
   (a)   

Amount beneficially owned:

 

APGF III LP may be deemed to beneficially own 6,257,063 Ordinary Shares. APA III Ltd. may be deemed to beneficially own 6,257,063 Ordinary Shares as a result of its voting and dispositive power over the 6,257,063 Shares held by APGF III LP.

 

H&Q Ltd. and Dr. Hsu each may be deemed to beneficially own 6,293,564 Ordinary Shares, including 36,501 Ordinary Shares directly owned by H&Q Ltd. and 6,257,063 directly owned by APGF III LP, by virtue of the relationships described in Item 2.

   (b)   

Percent of class:

 

Based on calculations made in accordance with Rule 13d-3(d), and there being 34,734,574 Ordinary Shares outstanding as of October 25, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 27, 2013: (i) APGF III LP may be deemed to beneficially own approximately 18.0% of the outstanding Ordinary Shares; (ii) APA III Ltd. may be deemed to beneficially own approximately 18.0% of the outstanding Ordinary Shares; (iii) H&Q Ltd. may be deemed to beneficially own approximately 18.1% of the outstanding Ordinary Shares; and (iv) Dr . Hsu may be deemed to beneficially own approximately 18.1% of the outstanding Ordinary Shares.

   (c)    Number of shares as to which the person has:
     

 

        APGF III LP and APA III Ltd.:

 

        (i) Sole power to vote or direct the vote: 0

 

        (ii) Shared power to vote or to direct the vote: 6,257,063

 

        (iii) Sole power to dispose or to direct the disposition of: 0

 

        (iv) Shared power to dispose or to direct the disposition of: 6,257,063

 

        H&Q Ltd. and Dr. Hsu:

 

        (i) Sole power to vote or direct the vote: 6,293,564

 

        (ii) Shared power to vote or to direct the vote: 0

 

        (iii) Sole power to dispose or to direct the disposition of: 6,293,564

 

        (iv) Shared power to dispose or to direct the disposition of: 0

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  8  of 10 Pages

 

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 than five percent of the class of securities, check the following:  ¨
   Instruction: Dissolution of a group requires a response to this item.
   Not Applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   Asia Pacific Growth Fund III, L.P. is a private investment partnership, the general partner of which is Asia Pacific Associates III, Ltd. As the general partner of Asia Pacific Growth Fund III, L.P., Asia Pacific Associates III, Ltd. has the power to vote and dispose of the securities owned by Asia Pacific Growth Fund III, L.P. and, accordingly, may be deemed the “beneficial owner” of such securities.
   The limited partners and the general partner of Asia Pacific Growth Fund III, L.P. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Asia Pacific Growth Fund III, L.P. in accordance with their ownership interests in Asia Pacific Growth Fund III, L.P.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group.
   Not Applicable.
Item 9.    Notice of Dissolution of Group.
   Not Applicable.
Item 10.    Certification.
   Not Applicable.

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  9  of 10 Pages

 

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.

 

January 21, 2014

     Asia Pacific Growth Fund III, L.P.
    By:   Asia Pacific Associates III, Ltd.
    By:  

/s/ Ta-Lin Hsu, Director

    Asia Pacific Associates III, Ltd.
    By:  

/s/ Ta-Lin Hsu, Director

    H&Q Asia Pacific, Ltd.
    By:  

/s/ Ta-Lin Hsu, Director

    Ta-Lin Hsu
   

/s/ Ta-Lin Hsu

CUSIP No. G3323L 10 0

   SCHEDULE 13G   Page  10  of 10 Pages

 

EXHIBIT INDEX

 

Exhibit 1.    Joint Filing Agreement, dated as of February 14, 2011, among the Reporting Persons. Filed on February 14, 2011.