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
Aviza Technology, Inc. [ AVZA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/24/2006 | ||||||||||||||||||||||||||
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 | 04/24/2006 | 04/24/2006 | P | 2,082,204 | A | $4.57(4) | 7,079,598 | I | F1(1)(5) | |
Common Stock | 04/24/2006 | 04/24/2006 | P | 208,703 | A | $4.57(4) | 709,601 | I | F2(2)(5) | |
Common Stock | 04/24/2006 | 04/24/2006 | P | 7,585 | A | $4.57(4) | 25,789 | I | F3(3)(5) | |
Convertible Preferred Stock of Aviza, Inc. | 04/24/2006 | 04/24/2006 | S | 90,590 | D | (4) | 0 | I | F1(1)(5) | |
Convertible Preferred Stock of Aviza, Inc. | 04/24/2006 | 04/24/2006 | S | 9,080 | D | (4) | 0 | I | F2(2)(5) | |
Convertible Preferred Stock of Aviza, Inc. | 04/24/2006 | 04/24/2006 | S | 330 | D | (4) | 0 | I | F3(3)(5) |
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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Explanation of Responses: |
1. By VantagePoint Venture Partners IV (Q), L.P. |
2. By VantagePoint Venture Partners IV, L.P. |
3. By VantagePoint Venture Partners IV Principals Fund, L.P. |
4. The reporting person converted an aggregate of 90,000 shares of Series B Preferred Stock and Series B-1 Preferred Stock, par value $100 per share, of Aviza, Inc., the Issuer's subsidiary, at a conversion price of $4.57 per share, resulting in its acquisition of an aggregate of 2,298,492 shares of the Issuer's common stock. The Series B Preferred Stock and Series B-1 Preferred Stock were convertible into common stock at a per share conversion price equal to the sum of the market price of the common stock on the date of conversion plus $0.10. |
5. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest in such shares. James D. Marver and Alan E. Salzman are managing members of VantagePoint Venture Associates IV, L.L.C., and as such, they share voting and investment power with respect to shares of common stock held by VantagePoint Venture Associates IV, L.L.C. Messrs. Marver and Salzman disclaim beneficial ownership of such shares except to the extent of their pecuniary interest in such shares. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in Aviza Technology, Inc. but do not affirm the existence of any such group. |
JAMES D. MARVER | 04/25/2006 | |
ALAN E. SALZMAN | 04/25/2006 | |
VANTAGREPOINT VENTURE ASSOCIATES IV, LLC., Alan E. Salzman, Managing Member | 04/25/2006 | |
VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner, Alan E. Salzman, Managing Member | 04/25/2006 | |
VANTAGEPOINT VENTURE PARTNERS IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner, Alan E. Salzman, Managing Member | 04/25/2006 | |
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P., By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner, Alan E. Salzman, Managing Member | 04/25/2006 | |
** 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. |