SC 13G 1 a09-2851_1sc13g.htm SC 13G

 

 

 

OMB APPROVAL

 

UNITED STATES

OMB Number:    3235-0145

 

SECURITIES AND EXCHANGE COMMISSION

Expires:    February 28, 2009

 

Washington, D.C. 20549

Estimated average burden hours per response. . . . . . . . 11

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

PLX Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

693417107

(CUSIP Number)

January 2, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 in 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).

 

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 control number.

 



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
197,807

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
197,807

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
197,807

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.59%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners IV Principals Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
7,192

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
7,192

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,192

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.02%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners IV (Q), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,973,855

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,973,855

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,973,855

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.87%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
9,509

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,509

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,509

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.03%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Partners III (Q), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
78,117

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
78,117

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
78,117

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.23%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Associates III, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
87,627

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
87,627

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
87,627*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.26%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

7



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

VantagePoint Venture Associates IV, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,178,854

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,178,854

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,854*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.48%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

8



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

James D. Marver

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,266,481

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,266,481

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,266,481*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.74%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

9



 

CUSIP No. 693417107

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Alan E. Salzman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,266,481

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,266,481

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,266,481*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.74%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.

 

10



 

Item 1.

 

(a)

Name of Issuer
PLX Technology, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
870 W. Maude Avenue, Sunnyvale, CA 94085

 

Item 2.

 

(a)

Name of Person Filing

VantagePoint Venture Partners IV, L.P.
VantagePoint Venture Partners IV Principals Fund, L.P.
VantagePoint Venture Partners IV (Q), L.P.
VantagePoint Venture Partners III, L.P.
VantagePoint Venture Partners III (Q), L.P.
VantagePoint Venture Associates III, L.L.C.
VantagePoint Venture Associates IV, L.L.C.
James D. Marver
Alan E. Salzman

 

(b)

Address of Principal Business Office or, if none, Residence
1001 Bayhill Drive Suite 300, San Bruno, CA 94066

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
693417107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

VantagePoint Venture Partners IV, L.P.: 197,807
VantagePoint Venture Partners IV Principals Fund, L.P.: 7,192
VantagePoint Venture Partners IV (Q), L.P.: 1,973,855
VantagePoint Venture Partners III, L.P.: 9,509
VantagePoint Venture Partners III (Q), L.P.: 78,117
VantagePoint Venture Associates III, L.L.C.*: 87,627
VantagePoint Venture Associates IV, L.L.C.**: 2,178,481
James D. Marver***: 2,266,481
Alan E. Salzman***: 2,266,481

 

(b)

Percent of class:   

VantagePoint Venture Partners IV, L.P.: 0.59%
VantagePoint Venture Partners IV Principals Fund, L.P.: 0.02%
VantagePoint Venture Partners IV (Q), L.P.: 5.87%
VantagePoint Venture Partners III, L.P.: 0.03%
VantagePoint Venture Partners III (Q), L.P.: 0.23%
VantagePoint Venture Associates III, L.L.C.*: 0.26%
VantagePoint Venture Associates IV, L.L.C.**: 6.48%
James D. Marver***: 6.74%
Alan E. Salzman***:6.74%

 

(c)

Number of shares as to which the person has:

 

 

11



 

 

 

(i)

Sole power to vote or to direct the vote   

VantagePoint Venture Partners IV, L.P.: 0
VantagePoint Venture Partners IV Principals Fund, L.P.: 0
VantagePoint Venture Partners IV (Q), L.P.: 0
VantagePoint Venture Partners III, L.P.: 0
VantagePoint Venture Partners III (Q), L.P.: 0
VantagePoint Venture Associates III, L.L.C.* 0:
VantagePoint Venture Associates IV, L.L.C.** 0:
James D. Marver***: 0
Alan E. Salzman***: 0

 

 

(ii)

Shared power to vote or to direct the vote    

VantagePoint Venture Partners IV, L.P.: 197,807
VantagePoint Venture Partners IV Principals Fund, L.P.: 7,192
VantagePoint Venture Partners IV (Q), L.P.: 1,973,855
VantagePoint Venture Partners III, L.P.: 9,509
VantagePoint Venture Partners III (Q), L.P.: 78,117
VantagePoint Venture Associates III, L.L.C.*: 87,627
VantagePoint Venture Associates IV, L.L.C.**: 2,178,481
James D. Marver***: 2,266,481
Alan E. Salzman***: 2,266,481

 

 

(iii)

Sole power to dispose or to direct the disposition of   

VantagePoint Venture Partners IV, L.P.: 0
VantagePoint Venture Partners IV Principals Fund, L.P.: 0
VantagePoint Venture Partners IV (Q), L.P.: 0
VantagePoint Venture Partners III, L.P.: 0
VantagePoint Venture Partners III (Q), L.P.: 0
VantagePoint Venture Associates III, L.L.C.* 0:
VantagePoint Venture Associates IV, L.L.C.** 0:
James D. Marver***: 0
Alan E. Salzman***: 0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

VantagePoint Venture Partners IV, L.P.: 197,807
VantagePoint Venture Partners IV Principals Fund, L.P.: 7,192
VantagePoint Venture Partners IV (Q), L.P.: 1,973,855
VantagePoint Venture Partners III, L.P.: 9,509
VantagePoint Venture Partners III (Q), L.P.: 78,117
VantagePoint Venture Associates III, L.L.C.*: 87,627
VantagePoint Venture Associates IV, L.L.C.**: 2,178,481
James D. Marver***: 2,266,481
Alan E. Salzman***: 2,266,481

 


* VantagePoint Venture Associates III, L.L.C., is the general partner for both VantagePoint Venture Partners III (Q), L.P., and VantagePoint Venture Partners III, L.P. VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of such shares.

 

** VantagePoint Venture Associates IV, L.L.C., is the general partner for 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.

 

*** Messrs. James Marver and Alan Salzman are the Managing Members of both VantagePoint Venture Associates III, L.L.C., and VantagePoint Venture Associates IV, L.L.C. Messrs. Marver and Salzman disclaim beneficial ownership of such shares.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

12



 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my 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 that purpose or effect.

 

13



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 9, 2009

 

 

VANTAGEPOINT VENTURE

 

VANTAGEPOINT VENTURE

PARTNERS III, L.P.

 

PARTNERS IV PRINCIPALS FUND, L.P.

By: VantagePoint Venture Associates III,

 

By: VantagePoint Venture Associates IV,

L.L.C.

 

L.L.C.

Its General Partner

 

Its General Partner

 

 

 

 

 

By:

/s/ Alan E. Salzman

By:

/s/ Alan E. Salzman

 

Name: Alan E. Salzman,

Name: Alan E. Salzman,

 

Managing Member

Managing Member

 

 

 

 

VantagePoint Venture

 

 

Associates III, L.L.C.

VANTAGEPOINT VENTURE

 

 

PARTNERS III (Q), L.P.

 

By:

/s/ Alan E. Salzman

By: VantagePoint Venture Associates III,

 

Name: Alan E. Salzman,

L.L.C.,

 

Managing Member

Its General Partner

 

 

 

 

VantagePoint Venture

 

 

Associates IV, L.L.C.

By:

/s/ Alan E. Salzman

 

 

 

 

By:

/s/ Alan E. Salzman

VANTAGEPOINT VENTURE

 

Name: Alan E. Salzman,

PARTNERS IV, L.P.

 

Managing Member

By: VantagePoint Venture Associates IV,

 

 

L.L.C.

 

 

Its General Partner

 

/s/ James D. Marver

 

 

James D. Marver

 

 

 

By:

/s/ Alan E. Salzman

 

/s/ Alan E. Salzman

Name: Alan E. Salzman,

 

Alan E. Salzman

Managing Member

 

 

 

 

 

 

 

 

VANTAGEPOINT VENTURE

 

 

PARTNERS IV (Q), L.P.

 

 

By: VantagePoint Venture Associates IV,

 

 

L.L.C.,

 

 

Its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

Name: Alan E. Salzman,

 

 

Managing Member

 

 

 

 

ATTENTION:

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

14



 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Stock of PLX Technology, Inc.

 

This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

 

Dated:  January 9, 2009

 

VANTAGEPOINT VENTURE

 

VANTAGEPOINT VENTURE

PARTNERS III, L.P.

 

PARTNERS IV PRINCIPALS FUND, L.P.

By: VantagePoint Venture Associates III,

 

By: VantagePoint Venture Associates IV,

L.L.C.

 

L.L.C.

Its General Partner

 

Its General Partner

 

 

 

 

 

By:

/s/ Alan E. Salzman

By:

/s/ Alan E. Salzman

 

Name: Alan E. Salzman,

Name: Alan E. Salzman,

 

Managing Member

Managing Member

 

 

 

 

VANTAGEPOINT VENTURE

 

 

ASSOCIATES III, L.L.C.

VANTAGEPOINT VENTURE

 

 

PARTNERS III (Q), L.P.

 

By:

/s/ Alan E. Salzman

By: VantagePoint Venture Associates III,

 

Name: Alan E. Salzman,

L.L.C.,

 

Managing Member

Its General Partner

 

 

 

 

VANTAGEPOINT VENTURE

 

 

ASSOCIATES IV, L.L.C.

By:

/s/ Alan E. Salzman

 

 

 

 

By: 

/s/ Alan E. Salzman

VANTAGEPOINT VENTURE

 

Name: Alan E. Salzman,

PARTNERS IV, L.P.

 

Managing Member

By: VantagePoint Venture Associates IV,

 

 

L.L.C.

 

 

Its General Partner

 

/s/ James D. Marver

 

 

James D. Marver

 

 

 

By:

/s/ Alan E. Salzman

 

/s/ Alan E. Salzman

Name: Alan E. Salzman,

 

Alan E. Salzman

Managing Member

 

 

 

 

 

 

 

 

VANTAGEPOINT VENTURE

 

 

PARTNERS IV (Q), L.P.

 

 

By: VantagePoint Venture Associates IV,

 

 

L.L.C.,

 

 

Its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Alan E. Salzman

 

 

Name: Alan E. Salzman,

 

 

Managing Member

 

 

 

15