Edgar Filing: GAZELLE TECHVENTURES FUND LP

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Rubicon Technology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title or Class of Securities)

78112T107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

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

£ Rule 13d-1(b)

£ Rule 13d-1(c)

T 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).

1.	Names of Reporting Persons. Gazelle TechVentures Fund, L.P.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With:			5.	Sole Voting Power: None
			6.	Shared Voting Power: 1,469,960
			7.	Sole Dispositive Power: None
			8.	Shared Dispositive Power: 1,469,960

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,469,960

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

11.	Percent of Class Represented by Amount in Row (9): 6.9%

12.	Type of Reporting Person (See Instructions): PN

CUSIP No. 78112T107

1.	Names of Reporting Persons: Gazelle Co-Investment Fund, L.P.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With:			5.	Sole Voting Power: None
			6.	Shared Voting Power: 69,875
			7.	Sole Dispositive Power: None
			8.	Shared Dispositive Power: 69,875

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 69,875

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

11.	Percent of Class Represented by Amount in Row (9): 0.33%

12.	Type of Reporting Person (See Instructions): PN

CUSIP No. 78112T107

1.	Names of Reporting Persons: Monument Technology Partners, LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With:			5.	Sole Voting Power: None
			6.	Shared Voting Power: 1,539,835
			7.	Sole Dispositive Power: None
			8.	Shared Dispositive Power: 1,539,835

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,539,835

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

11.	Percent of Class Represented by Amount in Row (9): 7.2%

12.	Type of Reporting Person (See Instructions): OO

CUSIP No. 78112T107

1.	Names of Reporting Persons: Gazelle TechVentures, Inc.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With:			5.	Sole Voting Power: None
			6.	Shared Voting Power: 1,539,835
			7.	Sole Dispositive Power: None
			8.	Shared Dispositive Power: 1,539,835

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,539,835

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

11.	Percent of Class Represented by Amount in Row (9): 7.2%

12.	Type of Reporting Person (See Instructions): CO

CUSIP No. 78112T107

1.	Names of Reporting Persons: Don N. Aquilano

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially by Owned by Each Reporting Person With:			5.	Sole Voting Power: 3,197
			6.	Shared Voting Power: 1,543,032
			7.	Sole Dispositive Power: 3,197
			8.	Shared Dispositive Power: 1,543,032

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,543,032

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

11.	Percent of Class Represented by Amount in Row (9): 7.2%

12.	Type of Reporting Person (See Instructions): IN

Item 1.

(a)

Name of Issuer: The issuer is Rubicon Technology, Inc. (RBCN)

(b)

Address of Issuer's Principal Executive Offices: 9931 Franklin Avenue, Franklin Park, Illinois 60131

Item 2.

(a)

Name of Person Filing:

The names of the persons filing this statement are:

Gazelle TechVentures, Inc.

Monument Technology Partners, LLC

Gazelle TechVentures Fund, L.P.

Gazelle Co-Investment Fund, L.P.

Don N. Aquilano

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of all the reporting persons is 11611 North Meridian Street, Suite 310, Carmel, Indiana 46032.

(c)

Citizenship:

Gazelle TechVentures, Inc., Monument Technology Partners, LLC, Gazelle TechVentures Fund L.P., and Gazelle Co-Investment Fund, L.P., are entities that are organized under the laws of the State of Delaware.

Mr. Aquilano is a citizen of the United States of America.

(d)

Title of Class of Securities: Common stock, $0.001 par value ("Issuer Common").

(e)

CUSIP Number: 78112T107

Item 3.

Not Applicable.

Item 4.

Ownership.

Mr. Aquilano is the President of Gazelle TechVentures, Inc. ("GTV, Inc."), which is the Manager of Monument Technology Partners, LLC ("MTP, LLC"). MTP, LLC is the general partner of Gazelle TechVentures Fund, L.P. ("GTV, LP") and Gazelle Co-Investment Fund, L.P. ("GCIF, LP").

Other than 3,197 shares owned of record and beneficially by Mr. Aquilano, all of the shares of Issuer Common that may be deemed to be beneficially owned by the Reporting Persons (including all shares that are deemed beneficially owned by reasons of rights to acquire such shares) are owned of record for the accounts of GTV, LP or GCIF, LP, in the respective amounts set forth in the table below.

By reason of the relationships described above, none of the Reporting Persons have the sole power to vote or to dispose of any shares of the Issuer Common held for the accounts of GTV, LP or GCIF, LP, and all of the Reporting Persons may be deemed to share the power to vote (or to direct the voting of) and the power to dispose (or to direct the disposition of) all of the shares of Issuer Common deemed to be beneficially owned by GTV, LP and GCIF, LP, except that neither GTV, LP nor GCIF, LP has any such powers with respect to the numbers of shares of Issuer Common that are owned of record for the account of the other.

Accordingly, the number of shares that may be deemed to be beneficially owned by each reporting person are as follows:

Name of Reporting Person	No. Issued and Outstanding Shares of the Issuer Beneficially Owned	No. Unissued Shares Acquirable Upon Exercise of Immediately-Exercisable Rights	Total No. of Shares of the Issuer Beneficially Owned (includes duplication; see above)
Mr. Aquilano	1,487,888	55,144	1,543,032
GTV, Inc.	1,484,691	55,144	1,539,835
MTP, LLC	1,484,691	55,144	1,539,835
GTV, LP	1,417,317	52,643	1,469,960
GCIF, LP	67,374	2,501	69,875

Responses to Item 11 on the cover pages of this statement are incorporated herein by reference.

All information in this statement, including the numbers of shares beneficially owned, is reported as of December 31, 2008, except that the percent of class set forth in Item 11 on the cover pages of this statement assumes 21,279,692 shares of Issuer Common outstanding as of November 7, 2008.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]

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.

Not Applicable.

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: February 12, 2009	GAZELLE TECHVENTURES, INC. By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Managing Director and President

Dated: February 12, 2009	MONUMENT TECHNOLOGY PARTNERS, LLC By its Manager Gazelle TechVentures, Inc. By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Managing Director and President

Dated: February 12, 2009	GAZELLE CO-INVESTMENT FUND, L.P. By its General Partner Monument Technology Partners, LLC By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Manager

Dated: February 12, 2009	GAZELLE TECHVENTURES FUND, L.P. By its General Partner Monument Technology Partners, LLC By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Manager

Dated: February 12, 2009	DON N. AQUILANO /s/ DON AQUILANO Don N. Aquilano

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partners of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: International misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

AGREEMENT REGARDING THE JOINT FILING

OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 12, 2009	GAZELLE TECHVENTURES, INC. By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Managing Director and President

Dated: February 12, 2009	MONUMENT TECHNOLOGY PARTNERS, LLC By its Manager Gazelle TechVentures, Inc. By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Managing Director and President

Dated: February 12, 2009	GAZELLE CO-INVESTMENT FUND, L.P. By its General Partner Monument Technology Partners, LLC By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Manager

Dated: February 12, 2009	GAZELLE TECHVENTURES FUND, L.P. By its General Partner Monument Technology Partners, LLC By: /s/ DON AQUILANO Name: Don N. Aquilano Title: Manager

Dated: February 12, 2009	DON N. AQUILANO /s/ DON AQUILANO Don N. Aquilano