Statement of Changes in Beneficial Ownership (4)
September 23 2013 - 5:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MORGENTHALER PARTNERS VI
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2. Issuer Name
and
Ticker or Trading Symbol
PEREGRINE SEMICONDUCTOR CORP
[
PSMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2710 SAND HILL ROAD, SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2013
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/19/2013
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S
(1)
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16500
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D
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$10.67
(2)
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3414513
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D
(5)
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Common Stock
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9/20/2013
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S
(1)
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8500
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D
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$10.41
(3)
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3406013
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D
(5)
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Common Stock
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9/23/2013
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S
(1)
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55000
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D
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$9.35
(4)
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3351013
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D
(5)
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Common Stock
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9/19/2013
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S
(1)
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16500
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D
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$10.67
(2)
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3414513
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I
(6)
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Robert D. Pavey through Morgenthaler Partners VI, L.P.
(7)
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Common Stock
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9/20/2013
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S
(1)
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8500
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D
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$10.41
(3)
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3406013
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I
(6)
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Robert D. Pavey through Morgenthaler Partners VI, L.P.
(7)
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Common Stock
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9/23/2013
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S
(1)
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55000
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D
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$9.35
(4)
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3351013
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I
(6)
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Robert D. Pavey through Morgenthaler Partners VI, L.P.
(7)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The sales reported in this Form were effected pursuant to a Rule 10b-5-1 trading plan adopted by the reporting person on March 13, 2013.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.54 to $10.90, inclusive.
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(
3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.88, inclusive.
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(
4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.39, inclusive.
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(
5)
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Morgenthaler Management Partners VI, L.L.C., as the general partner of Morgenthaler Partners VI, L.P., beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
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(
6)
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Morgenthaler Management Partners VI, L.L.C., is the general partner of Morgenthaler Partners VI, L.P. Robert D. Pavey, a member of Morgenthaler Management Partners VI, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
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(
7)
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These shares are owned indirectly by Robert D. Pavey, a director of the issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MORGENTHALER PARTNERS VI
2710 SAND HILL ROAD
SUITE 1000
MENLO PARK, CA 94025
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X
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Morgenthaler Management Partners VI LLC
50 PUBLIC SQUARE
SUITE 2700
CLEVELAND, OH 44113
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X
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Pavey Robert
C/O PEREGRINE SEMICONDUCTOR CORPORATION
9380 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
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X
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Signatures
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/s/ Jay Biskupski as Attorney-in-fact for Morgenthaler Management Partners VI, L.L.C.
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9/23/2013
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**
Signature of Reporting Person
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Date
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/s/ Jay Biskupski as Attorney-in-fact for Robert D. Pavey
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9/23/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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