SC 13G/A 1 form_sc13ga-lattice.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* LATTICE SEMICONDUCTOR CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 518415104 (CUSIP Number) DECEMBER 31, 2007 (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 the 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). Continued on following pages Page 1 of 9 Pages CUSIP NO. 518415104 PAGE 2 OF 9 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 6,287,766 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,287,766 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,287,766 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.46% 12 Type of Reporting Person (See Instructions) OO, IA CUSIP NO. 518415104 PAGE 3 OF 9 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 6,287,766 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 6,287,766 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,287,766 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.46% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 518415104 PAGE 4 OF 9 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ROBERT SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 6,287,766 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 6,287,766 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,287,766 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.46% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 518415104 PAGE 5 OF 9 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JONATHAN SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 6,287,766 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 6,287,766 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,287,766 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.46% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 518415104 PAGE 6 OF 9 PAGES ITEM 1(A) NAME OF ISSUER: Lattice Semiconductor Corporation (the "Issuer"). 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5555 N.E. Moore Court Hillsboro, OR 97124 ITEM 2(A) NAME OF PERSON FILING The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) George Soros; iii) Robert Soros; and iv) Jonathan Soros. This statement relates to Shares (as defined herein) held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC, Robert Soros serves as Deputy Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy Chairman of SFM LLC. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. ITEM 2(C) CITIZENSHIP: i) SFM LLC is a Delaware limited liability company; ii) George Soros is a United States citizen; iii) Robert Soros is a United States citizen; and iv) Jonathan Soros is a United States citizen. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share (the "Shares"). ITEM 2(E) CUSIP NUMBER: 518415104 CUSIP NO. 518415104 PAGE 7 OF 9 PAGES ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: This Item 3 is not applicable. ITEM 4. OWNERSHIP: ITEM 4(A) AMOUNT BENEFICIALLY OWNED: As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of 6,287,766 Shares. ITEM 4(B) PERCENT OF CLASS: As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 5.46% of the total number of Shares outstanding. ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
SFM LLC (i) Sole power to vote or direct the vote: 6,287,766 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 6,287,766 (iv) Shared power to dispose or to direct the disposition of 0 GEORGE SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 6,287,766 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 6,287,766 ROBERT SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 6,287,766 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 6,287,766 JONATHAN SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 6,287,766 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 6,287,766
CUSIP NO. 518415104 PAGE 8 OF 9 PAGES ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This Item 5 is not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The shareholders of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This Item 7 is not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Item 8 is not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. ITEM 10. CERTIFICATION: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect. CUSIP NO. 518415104 PAGE 9 OF 9 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2008 SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta -------------------------------------------- Jodye Anzalotta Assistant General Counsel Date: February 14, 2008 GEORGE SOROS By: /s/ Jodye Anzalotta -------------------------------------------- Jodye Anzalotta Attorney-in-Fact Date: February 14, 2008 ROBERT SOROS By: /s/ Jodye Anzalotta -------------------------------------------- Jodye Anzalotta Attorney-in-Fact Date: February 14, 2008 JONATHAN SOROS By: /s/ Jodye Anzalotta -------------------------------------------- Jodye Anzalotta Attorney-in-Fact