Filing Details
- Accession Number:
- 0001667920-16-000246
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-12 12:44:05
- Filed By:
- Aly Nauman A
- Company:
- Integrated Device Technology Inc (NASDAQ:IDTI)
- Filing Date:
- 2016-04-12
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
nbsp Libin Sun nbsp | nbsp 4.4% | |||||
nbsp Liang Xu nbsp | nbsp 0.2% | |||||
nbsp Haiping Zhou nbsp | nbsp 0.1% | |||||
nbsp Zhibin Lin nbsp | nbsp 0.1% | |||||
nbsp Junping Chen nbsp | nbsp 0.1% | |||||
nbsp Libin Yang nbsp | nbsp 0.1% | |||||
nbsp Nauman A. Aly nbsp | nbsp 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1 - Exit Filing)*
Integrated Device Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
458118106
(CUSIP Number)
Libin Sun, Liang Xu, Haiping Zhou, Zhibin Lin
Junping Chen, Libin Yang
Suite A601, Ecommerce Service Base, Gongyuannan Rd.
Nanshan District, Shenzhen, Guangdong 518070
Peoples Republic of China
+86-755-2602-7862
With a Copy to:
Nauman A. Aly
1812 N Columbia Blvd
Gate C15, Suite 514-668
Portland, Oregon 97217
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 12, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 |   NAME OF REPORTING PERSON
  Libin Sun | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  6,010,886(1)
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  6,010,886(1)
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  6,010,886(1)
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(2)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.4%(3)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Includes 3,600,000 shares of common stock subject to American-style call options with strike prices ranging from $0.25 to $0.38 and exercisable through dates ranging from November 3, 2016 to November 14, 2016.
(2) Libin Sun may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(3) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Liang Xu | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  260,433
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  260,433
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  260,433
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.2%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Liang Xu may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Haiping Zhou | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  130,775
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  130,775
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  130,775
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.1%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Haiping Zhou may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Zhibin Lin | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  75,915
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  75,915
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  75,915
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.1%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Zhibin Lin may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Junping Chen | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  72,000
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  72,000
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,000
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.1%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Junping Chen may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Libin Yang | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Peoples Republic of China
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  70,877
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  70,877
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  70,877
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.1%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Libin Yang may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
|
| ||
  1 |   NAME OF REPORTING PERSON
  Nauman A. Aly | ||
  2 |   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o (b) x | ||
  3 |   SEC USE ONLY
| ||
  4 |   SOURCE OF FUNDS
  PF, OO | ||
  5 |   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o | ||
  6 |   CITIZENSHIP OR PLACE OF ORGANIZATION
  Pakistan | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |   7 |   SOLE VOTING POWER
  0
| |
  8 |   SHARED VOTING POWER
  0
| ||
  9 |   SOLE DISPOSITIVE POWER
  0
| ||
  10 |   SHARED DISPOSITIVE POWER
  0
| ||
  11 |   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  0
| ||
  12 |   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  x(1)
| ||
  13 |   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0%(2)
| ||
  14 |   TYPE OF REPORTING PERSON
  IN
|
(1) Nauman A. Aly may be deemed to be part of a group with certain other Reporting Persons. See Item 5.
(2) Calculated based on 135,373,226 shares of the common stock, $0.001 par value, of Integrated Device Technology, Inc., outstanding as of February 5, 2016, as reported in Integrated Device Technology, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016 filed with the Securities and Exchange Commission on February 9, 2016.
Table of Contents
Explanatory Note:
Pursuant to Rule 13d-2 promulgated under the Act, this statement constitutes Amendment No. 1 to the Schedule 13D (this Amendment) relating to the Common Stock, par value $0.001, issued by Integrated Device Technology, Inc., (the Issuer), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on April 12, 2016 (the Initial Schedule 13D), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D). This Amendment is the final amendment to the Initial Schedule 13D and an exit filing for the Reporting Persons. Except as set forth herein, this Amendment does not supplement, restate or amend any of the other information disclosed in the Initial Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following:
On April 12, 2016, NALY sold American-style call options referencing 185,000 shares of Common Stock for an aggregate consideration of $447,740.
Item 5.  Interest in Securities of the Issuer
Items 5(a) through 5(c) and item 5(e) are hereby amended and restated to read as follows:
(a) (b) Based upon the Issuers Quarterly Report on Form 10-Q for the quarterly period ended January 3, 2016, as filed with the Securities and Exchange Commission on February 9, 2016, there were 135,373,226 shares of the Common Stock outstanding as of February 5, 2016.
The following table sets forth the beneficial ownership of the shares of Common Stock for each of the Reporting Persons as of April 12, 2016.
Name | Shares Beneficially Owned | Percentage of Total | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||||||||
Libin Sun(1) | 6,010,886(1) | 4.4% | 6,010,886(1) | 0 | 6,010,886(1) | 0 | ||||||||||||||||||
Liang Xu | 260,433 | 0.2% | 260,433 | 0 | 260,433 | 0 | ||||||||||||||||||
Haiping Zhou | 130,775 | 0.1% | 130,775 | 0 | 130,775 | 0 | ||||||||||||||||||
Zhibin Lin | 75,915 | 0.1% | 75,915 | 0 | 75,915 | 0 | ||||||||||||||||||
Junping Chen | 72,000 | 0.1% | 72,000 | 0 | 72,000 | 0 | ||||||||||||||||||
Libin Yang | 70,877 | 0.1% | 70,877 | 0 | 70,877 | 0 | ||||||||||||||||||
Nauman A. Aly | 0 | 0% | 0 | 0 | 0 | 0 |
(1) Includes 3,600,000 shares of Common Stock subject to American-style call options. |
Table of Contents
Due to the nature of the transaction described in Item 4, the Reporting Persons may be deemed to be part of a group (within the meaning of Section 13(d)(3) of the Exchange Act). As a result, each of the Reporting Persons may be deemed to beneficially own an aggregate of 6,620,886 shares of Common Stock, or approximately 4.9% of the outstanding shares of Common Stock of the Issuer. Each Reporting Person hereby expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person or any other person, and does not affirm membership in a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Reporting Person or any other person, and this Schedule 13D shall not be construed as acknowledging that any Reporting Person, for any or all purposes, beneficially owns any shares of Common Stock beneficially owned by any other Reporting Person or any other person or is a member of a group with any other Reporting Person or any other person.
Except as disclosed in this statement, none of the Reporting Persons (i) beneficially owns any shares of Common Stock or has the right to acquire any shares of Common Stock or (ii) presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock that they may be deemed to beneficially own.
(c) The following table sets forth information concerning transactions that were effected by the Reporting Persons after the filing of Initial Schedule 13D. Unless otherwise indicated, all transactions were effected by NALY.
Trade Date | Buy/Sell | No. of Shares/Quantity | Security | Expiration Date | Strike Price | Price Per Share* | Price Range* |
April 12, 2016 | Sell | 148,200 | Listed Call Option | April 15, 2016 | $20 | $2.15 | $2.00 to $2.90 |
April 12, 2016 | Sell | 36,800 | Listed Call Option | April 15, 2016 | $20 | $3.52 | $3.50 to $3.70 |
(e) As of April 12, 2016, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer.
Table of Contents
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and restated to read as follows:
LSUN beneficially holds options to purchase 3,600,000 shares of Common Stock pursuant to various American-style call options with strike prices ranging from $0.25 to $0.38 and exercisable through dates ranging from November 3, 2016 to November 14, 2016. None of the options gives the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
The Reporting Persons may, from time to time, enter into and dispose of options or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.
Except for the matters described herein, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer.
Table of Contents
SIGNATURES
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: April 12, 2016
LIBIN SUN | ||
By: | /s/ Libin Sun | |
Name: Libin Sun | ||
LIANG XU | ||
By: | /s/ Liang Xu | |
Name: Liang Xu | ||
HAIPING ZHOU | ||
By: | /s/ Haiping Zhou | |
Name: Haiping Zhou | ||
ZHIBIN LIN | ||
By: | /s/ Zhibin Lin | |
Name: Zhibin Lin | ||
JUNPING CHEN | ||
By: | /s/ Junping Chen | |
Name: Junping Chen | ||
LIBIN YANG | ||
By: | /s/ Libin Yang | |
Name: Libin Yang | ||
NAUMAN A. ALY | ||
By: | /s/ Nauman A. Aly | |
Name: Nauman A. Aly | ||
Signature Page to Schedule 13D/A