PLX Technology, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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693417107
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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x | Rule 13d-1(b) |
o | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
Raging Capital Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
|
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6
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SHARED VOTING POWER
3,241,590
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||
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
8
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SHARED DISPOSITIVE POWER
3,241,590
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,241,590
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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12
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
Raging Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
3,241,590
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
3,241,590
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,241,590
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
|
||
12
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TYPE OF REPORTING PERSON
IA
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1
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NAME OF REPORTING PERSON
William C. Martin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
3,241,590
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
3,241,590
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,241,590
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
|
||
12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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/ /
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Not Applicable
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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/X/
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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/ /
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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/ /
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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/ /
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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/ /
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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/ /
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
|
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3,241,590 Shares
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(b)
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Percent of class:
|
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7.1% (based upon 45,716,953 Shares outstanding, which is the total number of Shares outstanding at November 11, 2013 as reported in the Issuer’s Revised Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2013).
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote
|
|
0 Shares
|
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(ii)
|
Shared power to vote or to direct the vote
|
|
3,241,590 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
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0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
3,241,590 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
3,241,590 Shares*
|
|
(b)
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Percent of class:
|
|
7.1% (based upon 45,716,953 Shares outstanding, which is the total number of Shares outstanding at November 11, 2013 as reported in the Issuer’s Revised Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2013).
|
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(c)
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Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
3,241,590 Shares*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
3,241,590 Shares*
|
|
____________________
|
|
(a)
|
Amount beneficially owned:
|
|
3,241,590 Shares*
|
|
(b)
|
Percent of class:
|
|
7.1% (based upon 45,716,953 Shares outstanding, which is the total number of Shares outstanding at November 11, 2013 as reported in the Issuer’s Revised Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2013).
|
|
(c)
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Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
3,241,590 Shares*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
3,241,590 Shares*
|
|
____________________
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
|
Certifications.
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Dated: February 14, 2014
|
Raging Capital Master Fund, Ltd.
|
||
By:
|
Raging Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as attorney-in-fact for William C. Martin
|