SC 13G/A 1 a09-17593_1sc13ga.htm SC 13G/A

 

 

 

OMB APPROVAL

 

UNITED STATES

OMB Number:      3235-0145

 

SECURITIES AND EXCHANGE COMMISSION

Expires:      February 28, 2009

 

Washington, D.C. 20549

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hours per response. . . . . . . . 11

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

PLX Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

693417107

(CUSIP Number)

May 29, 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.

 

SEC 1745 (3-06)

 



 

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
326,121

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
326,121

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
326,121

 

 

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)
0.88%

 

 

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
11,857

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
11,857

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,857

 

 

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

 

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
3,309,299

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,309,299

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,309,299

 

 

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)
8.94%

 

 

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
18,228

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
18,228

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
18,228

 

 

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)
0.05%

 

 

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
149,735

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
149,735

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
149,735

 

 

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)
0.40%

 

 

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
167,963

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
167,963

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
167,963*

 

 

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)
0.45%

 

 

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
3,647,278

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,647,278

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,647,278*

 

 

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)
9.86%

 

 

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
3,815,240

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,815,240

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,240*

 

 

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)
10.31%

 

 

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
3,815,240

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,815,240

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,240*

 

 

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)
10.31%

 

 

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.: 326,121

VantagePoint Venture Partners IV Principals Fund, L.P.: 11,857

VantagePoint Venture Partners IV (Q), L.P.: 3,309,299

VantagePoint Venture Partners III, L.P.: 18,228

VantagePoint Venture Partners III (Q), L.P.: 149,735

VantagePoint Venture Associates III, L.L.C.*: 167,963

VantagePoint Venture Associates IV, L.L.C.**: 3,647,278

James D. Marver***: 3,815,240

Alan E. Salzman***: 3,815,240

 

(b)

Percent of class:   

 

VantagePoint Venture Partners IV, L.P.: 0.88%

VantagePoint Venture Partners IV Principals Fund, L.P.: 0.03%

VantagePoint Venture Partners IV (Q), L.P.: 8.94%

VantagePoint Venture Partners III, L.P.: 0.05%

VantagePoint Venture Partners III (Q), L.P.: 0.40%

VantagePoint Venture Associates III, L.L.C.*: 0.45%

VantagePoint Venture Associates IV, L.L.C.**: 9.86%

James D. Marver***: 10.31%

Alan E. Salzman***:10.31%

 

11



 

 

(c)

Number of shares as to which the person has:

 

 

 

(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.: 326,121

VantagePoint Venture Partners IV Principals Fund, L.P.: 11,857

VantagePoint Venture Partners IV (Q), L.P.: 3,309,299

VantagePoint Venture Partners III, L.P.: 18,228

VantagePoint Venture Partners III (Q), L.P.: 149,735

VantagePoint Venture Associates III, L.L.C.*: 167,963

VantagePoint Venture Associates IV, L.L.C.**: 3,647,278

James D. Marver***: 3,815,240

Alan E. Salzman***: 3,815,240

 

 

(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.: 326,121

VantagePoint Venture Partners IV Principals Fund, L.P.: 11,857

VantagePoint Venture Partners IV (Q), L.P.: 3,309,299

VantagePoint Venture Partners III, L.P.: 18,228

VantagePoint Venture Partners III (Q), L.P.: 149,735

VantagePoint Venture Associates III, L.L.C.*: 167,963

VantagePoint Venture Associates IV, L.L.C.**: 3,647,278

James D. Marver***: 3,815,240

Alan E. Salzman***: 3,815,240

 


* 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.

 

12



 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

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:  July 9, 2009

 

 

VANTAGEPOINT VENTURE
PARTNERS III, L.P.

 

VANTAGEPOINT VENTURE
PARTNERS IV PRINCIPALS FUND, L.P.

By: VantagePoint Venture Associates III, L.L.C.

 

By: VantagePoint Venture Associates IV, 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
PARTNERS III (Q), L.P.

 

VantagePoint Venture
Associates III, L.L.C.

By: VantagePoint Venture Associates III, L.L.C.,

 

By:

/s/ Alan E. Salzman

Its General Partner

 

Name: Alan E. Salzman,

 

 

Managing Member

By:

/s/ Alan E. Salzman

 

 

VANTAGEPOINT VENTURE
PARTNERS IV, L.P.

 

VantagePoint Venture
Associates IV, L.L.C.

By: VantagePoint Venture Associates IV, L.L.C.

 

By:

/s/ Alan E. Salzman

Its General Partner

 

Name: Alan E. Salzman,

 

 

Managing Member

By:

/s/ Alan E. Salzman

 

 

Name: Alan E. Salzman,

 

 

Managing Member

 

/s/ James D. Marver

 

 

James D. Marver

VANTAGEPOINT VENTURE
PARTNERS IV (Q), L.P.

 

/s/ Alan E. Salzman

By: VantagePoint Venture Associates IV, L.L.C.,

 

Alan E. Salzman

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
PARTNERS III, L.P.

 

Name: Alan E. Salzman,

Managing Member

By: VantagePoint Venture Associates III, L.L.C.
Its General Partner

 

VANTAGEPOINT VENTURE
PARTNERS IV PRINCIPALS FUND, L.P.

 

 

By: VantagePoint Venture Associates IV, L.L.C.

 

 

Its General Partner

By:

/s/ Alan E. Salzman

 

 

Name: Alan E. Salzman,

 

By:

/s/ Alan E. Salzman

Managing Member

 

Name: Alan E. Salzman,

 

 

Managing Member

 

 

 

VANTAGEPOINT VENTURE
PARTNERS III (Q), L.P.

 

VantagePoint Venture
Associates III, L.L.C.

By: VantagePoint Venture Associates III, L.L.C.,

 

By:

/s/ Alan E. Salzman

Its General Partner

 

Name: Alan E. Salzman,

 

 

Managing Member

By:

/s/ Alan E. Salzman

 

 

VANTAGEPOINT VENTURE
PARTNERS IV, L.P.

 

VantagePoint Venture
Associates IV, L.L.C.

By: VantagePoint Venture Associates IV, L.L.C.

 

By:

/s/ Alan E. Salzman

Its General Partner

 

Name: Alan E. Salzman,

 

 

Managing Member

By:

/s/ Alan E. Salzman

 

 

Name: Alan E. Salzman,

 

 

Managing Member

 

 

 

 

/s/ James D. Marver

VANTAGEPOINT VENTURE
PARTNERS IV (Q), L.P.

 

James D. Marver

By: VantagePoint Venture Associates IV, L.L.C.,

 

/s/ Alan E. Salzman

Its General Partner

 

Alan E. Salzman

 

 

 

By:

/s/ Alan E. Salzman

 

 

 

15