FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIRAGE LOGIC CORP [ VRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/31/2005 | S | 67,500 | D | $15.0721 | 1,940,048 | I | See Notes(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reporting persons (the "Reporting Persons") are Crosslink Capital, Inc. ("Crosslink"), Crosslink Omega III Holdings, L.L.C. ("Omega III"), Crossover Fund III Management, L.L.C. ("Crossover III"), Crossover Fund IV Management, L.L.C. ("Crossover IV"), Delta Growth Management, Inc. ("Delta Growth"), Ten Mile Management, L.L.C. ("Ten Mile"), Michael J. Stark, Seymour F. Kaufman, Daniel John Dunn and Thomas Edward Bliska. Crosslink is an investment adviser to investment funds of which Omega III Holdings, Crossover III Management, Crossover IV, Delta Growth or Ten Mile is the general partner, manager or the holder of Class B Units. Mr. Stark and Mr. Kaufman are control persons of Crosslink. Mr. Stark and Mr. Kaufman are control persons of Omega III Holdings. Mr. Stark, Mr. Kaufman, Mr. Bliska and Mr. Dunn are control persons of Crossover III Management and Crossover IV. Mr. Stark is a control person of Delta Growth. Mr. Bliska is a control person of Ten Mile. |
2. Crosslink, Omega III, Crossover III, Crossover IV, Delta Growth, Ten Mile, Mr. Stark, Mr. Kaufman, Mr. Dunn and Mr. Bliska are filing this Form 4 jointly as a group, but disclaim membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with any other person. These securities are held directly by investment funds to which Crosslink or Crossover III is investment adviser for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Crosslink or Crossover III as the investment adviser to each of those funds, by Crossover III, Omega III, Crossover IV, Delta Growth and Ten Mile as the general partner, manager or holder of Class B Units of each of those funds, and by Mr. Stark, Mr. Kaufman, Mr. Bliska and Mr. Dunn as the various control persons of those entities. |
3. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. Mr. Stark is a director of Virage Logic Corporation (the "Issuer"). Because of Mr. Stark's position with the Issuer, the other Reporting Persons could be deemed insiders of the Issuer notwithstanding the fact that Crosslink and its affiliates collectively own less than 10% of the outstanding Common Stock of the Issuer. |
4. The amount of common stock beneficially owned following the reported sale includes 11,990 shares directly beneficially owned by Mr. Stark, Mr. Kaufman, Mr. Bliska and Mr. Dunn. |
Crosslink Capital, Inc. by Michael J. Stark, President | 02/01/2005 | |
Crosslink Omega III Holdings, L.L.C. by Michael J. Stark, President | 02/01/2005 | |
Crossover Fund III Management, L.L.C. by Michael J. Stark, President | 02/01/2005 | |
Ten Mile Management, L.L.C. by Michael J. Stark, President | 02/01/2005 | |
Crossover Fund IV Management, L.L.C. by Michael J. Stark, President | 02/01/2005 | |
Delta Growth Management, Inc. by Michael J. Stark, President | 02/01/2005 | |
Seymour F. Kaufman | 02/01/2005 | |
Daniel John Dunn | 02/01/2005 | |
Thomas Edward Bliska | 02/01/2005 | |
Michael J. Stark | 02/01/2005 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |