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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LP UNIT (4) (8) | (1) | 06/06/2006 | G | 21,500 (3) | (2) | (2) | COMMON STOCK | 21,500 | (2) | 33,630,999 | D | ||||
| LP UNITS (5) (8) | (1) | (2) | (2) | COMMON STOCK | 0 | 169,131 | D | ||||||||
| LP UNITS (6) (8) | (1) | (2) | (2) | COMMON STOCK | 0 | 10,789,383 | D | ||||||||
| LP UNITS (7) (8) | (1) | (2) | (2) | COMMON STOCK | 0 | 196,428 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERG CARL E C/O BERG & BERG DEVELOPERS 10050 BANDLEY DR CUPERTINO, CA 95014 |
X | X | CHAIRMAN & CEO | |
| CARL BERG, AS AN INDIVIDUAL, AS PRES OF WCVC & BBI, AND AS MANAGER OF BBL | 06/06/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | CONVERTIBLE TO COMMON STOCK ON A 1:1 BASIS |
| (2) | LP UNITS BECAME EXCHANGEABLE FOR COMMON STOCK ON 12/29/1999 UNDER THE EXCHANGE RIGHTS AGREEMENT DATED 12/29/1998 BETWEEN THE COMPANY AND THE LP UNIT HOLDERS. LP UNITS MAY BE EXCHANGED FOR AN EQUAL NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK, OR AT THE ELECTION OF THE COMPANY, CASH EQUAL TO THE FAIR MARKET VALUE OF THE SHARES. THESE REPORTING PERSONS WHO ARE "BERG GROUP" MEMBERS ARE SUBJECT TO AN AGGREGATE OWNERSHIP LIMIT EQUAL TO 20% OF THE OUTSTANDING SHARES OF COMMON STOCK, WHICH REPRESENTS A CONVERSION CAP ON THE TOTAL NUMBER OF SHARES THAT CAN BE ACQUIRED BY ANY REPORTING PERSON AND ALL OF THESE REPORTING PERSONS COMBINED. |
| (3) | THESE LP UNITS WERE CONTRIBUTED BY CARL BERG TO QUALIFYING CHARITABLE ORGANIZATIONS AND OTHERS. |
| (4) | THESE LP UNITS ARE OWNED BY CARL BERG, THE DESIGNATED BENEFICIAL OWNER FOR THE REPORTING GROUP. |
| (5) | THESE LP UNITS ARE OWNED BY WEST COAST VENTURE CAPITAL, INC. ("WCVC"), A MEMBER OF THE REPORTING GROUP. |
| (6) | THESE LP UNITS ARE OWNED BY BERG & BERG ENTERPIRSES, INC. ("BBI"), A MEMBER OF THE REPORTING GROUP. |
| (7) | THESE LP UNITS ARE OWNED BY BERG & BERG ENTERPRISES, LLC ("BBL"), A MEMBER OF THE REPORTING GROUP. |
| (8) | THE DESIGNATED BENEFICIAL OWNER DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SECURITIES ON THIS FORM 4. ALL REPORTING PERSONS DISCLAIM BENEFICIAL OWNERSHIP OF ALL SECURITIES EXCEPT TO THE EXTENT OF THEIR RESPECTIVE PECUNIARY INTERESTS THEREIN. |