SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SC Fundamental Value Fund, L.P.

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BERKELEY TECHNOLOGY LTD [ BKLYY.PK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/01/2006		J4⁽¹⁾	177,000	A	$0.12⁽²⁾	2,743,500	D⁽³⁾⁽⁴⁾
Ordinary Shares	05/01/2006		J4⁽¹⁾	177,000	D	$0.12⁽²⁾	1,681,500	D⁽³⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares	⁽⁶⁾	05/01/2006		4J⁽¹⁾	21,157		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	211,570	$0.9⁽⁸⁾	327,931⁽⁶⁾⁽⁹⁾	D⁽³⁾⁽⁴⁾
American Depositary Shares	⁽⁶⁾	05/01/2006		4J⁽¹⁾		21,157	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	211,570	$0.9⁽⁸⁾	200,990⁽⁶⁾⁽⁹⁾	D⁽³⁾⁽⁵⁾
American Depositary Shares	⁽⁶⁾	11/29/2006		4P	3,100		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	31,000	$0.61⁽⁸⁾	331,031⁽⁶⁾⁽⁹⁾	D⁽³⁾⁽⁴⁾
American Depositary Shares	⁽⁶⁾	11/29/2006		4P	1,900		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	19,000	$0.61⁽⁸⁾	202,890⁽⁶⁾⁽⁹⁾	D⁽³⁾⁽⁵⁾
American Depositary Shares	⁽⁶⁾	11/30/2006		4P	12,400		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	124,000	$0.61⁽⁸⁾	343,431⁽⁶⁾	D⁽³⁾⁽⁴⁾
American Depositary Shares	⁽⁶⁾	11/30/2006		4P	7,600		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	76,000	$0.61⁽⁸⁾	210,490⁽⁶⁾	D⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

SC Fundamental Value Fund, L.P.

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC FUNDAMENTAL LLC

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC Fundamental Value BVI, Ltd.

(Last)

(First)

(Middle)

C/O MADISONGREY FUND SVCS (CAYMAN)

P.O. BOX 10290

(Street)

GRAND CAYMAN

KY1-1003

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLLERY PETER M

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KOFFLER NEIL H

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bird John T

(Last)

(First)

(Middle)

747 THIRD AVENUE, 27TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents a transfer from SC Fundamental Value BVI, Ltd. to SC Fundamental Value Fund, L.P.

2. Price in USD as converted from GBP using the average exchange rate on such date.

3. See Exhibit 99.1 for the identities of each Reporting Person.

4. Directly owned by SC Fundamental Value Fund, L.P. and indirectly beneficially owned by SC Fundamental LLC, Peter M. Collery, Neil H. Koffler and John T. Bird. Each Reporting Person disclaims beneficial ownership of all indirectly owned securities reported on this Form in excess of such Reporting Person's pecuniary interest therein.

5. Directly owned by SC Fundamental Value BVI, Ltd.

6. Each American Depositary Share represents ten Ordinary Shares.

7. Not applicable.

8. Price per American Depositary Share.

9. Number of derivative securities beneficially owned following reported transaction (instead of number of securities beneficially owned at end of year).

Remarks:

This is form 2 of 2. Exhibit 99.1 and Joint Filer Information attached hereto are incorporated herein by reference.

	See Exhibit 99.1 for Signatures	05/20/2009
	** 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 4 (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).
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