Filing Details
- Accession Number:
- 0001123292-16-002087
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-13 09:42:36
- Filed By:
- Tsinghua Unigroup International Co., Ltd.
- Company:
- Lattice Semiconductor Corp (NASDAQ:LSCC)
- Filing Date:
- 2016-04-13
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| Tsinghua Unigroup International Co., Ltd | 0 | 7,223,483 | 0 | 7,223,483 | 7,223,483 | |
| Tsinghua Unigroup Capital Management Co., Ltd | 0 | 7,223,483 | 0 | 7,223,483 | 7,223,483 | |
| Tsinghua Unigroup Co., Ltd | 0 | 7,223,483 | 0 | 7,223,483 | 7,223,483 |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
| SCHEDULE 13D |
| Under the Securities Exchange Act of 1934 (Amendment No. )* |
| LATTICE SEMICONDUCTOR CORPORATION |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 518415104 |
| (CUSIP Number) |
| Zhou Yang Tsinghua Unigroup International Co., Ltd. F10 Unis Plaza Tsinghua Science Park Haidian District, Beijing, PRC 100084 Telephone: 13051259506 with a copy to: J. Warren Gorrell, Jr. Joseph E. Gilligan Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 (202) 637-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |
| April 4, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting 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 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).
| CUSIP NO. | 518415104 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | |||||
| Tsinghua Unigroup International Co., Ltd. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | ||||
| (b) o | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||||
| WC | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| British Virgin Islands | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 8 | SHARED VOTING POWER | |||||
| 7,223,483 | ||||||
| 9 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 10 | SHARED DISPOSITIVE POWER | |||||
| 7,223,483 | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 7,223,483 | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |||||
| 6.07% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||
| CO | ||||||
* See Item 5, Interest in the Securities of the Issuer, below.
| CUSIP NO. | 518415104 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | |||||
| Tsinghua Unigroup Capital Management Co., Ltd. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | ||||
| (b) o | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||||
| WC | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| People's Republic of China | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 8 | SHARED VOTING POWER | |||||
| 7,223,483 | ||||||
| 9 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 10 | SHARED DISPOSITIVE POWER | |||||
| 7,223,483 | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 7,223,483 | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |||||
| 6.07% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||
| CO | ||||||
* See Item 5, Interest in the Securities of the Issuer, below.
| CUSIP NO. | 518415104 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | |||||
| Tsinghua Unigroup Co., Ltd. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | ||||
| (b) o | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||||
| WC | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| People's Republic of China | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 8 | SHARED VOTING POWER | |||||
| 7,223,483 | ||||||
| 9 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 10 | SHARED DISPOSITIVE POWER | |||||
| 7,223,483 | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 7,223,483 | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |||||
| 6.07% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||
| CO | ||||||
* See Item 5, Interest in the Securities of the Issuer, below.
| Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock") of Lattice Semiconductor Corporation (the "Issuer"). The Issuer's principal executive offices are located at 111SW Fifth Avenue, Suite 700, Portland, Oregon 97204.
| Item 2. | Identity and Background |
(a) This Schedule 13D is being filed jointly by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (1) Tsinghua Unigroup International Co., Ltd. ("Tsinghua International"), a business company with limited liability incorporated under the laws of the British Virgin Islands, (2) Tsinghua Unigroup Capital Management Co., Ltd., a corporation incorporated under the laws of the People's Republic of China ("PRC") ("Tsinghua Capital") and (3) Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), a corporation incorporated under the laws of the PRC. Tsinghua Unigroup holds 100% of the outstanding voting stock of Tsinghua Capital and Tsinghua Capital holds 100% of the voting stock of Tsinghua International.
Zhao Weiguo, a PRC citizen, is the Chairman of the Board of Directors of each of Tsinghua Unigroup and Tsinghua Capital and is a director of Tsinghua International. Mr. Zhao expressly disclaims beneficial ownership with respect to the 7,223,483 shares of Common Stock beneficially owned by Tsinghua Unigroup, Tsinghua Capital and Tsinghua International.
(b) The business address of each of the Reporting Persons is F10 Unis Plaza, Tsinghua Science Park, Haidian District, Beijing, PRC 100084.
(c) Tsinghua Unigroup focuses on investments in the technology industry in China. Tsinghua Capital is the intermediate holding company for Tsinghua International, which is Tsinghua Unigroup's offshore investment entity. The principal business of each of Tsinghua Unigroup, Tsinghua Capital and Tsinghua International is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto.
(d) During the last five years no Reporting Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws.
(f) Tsinghua International is organized under the laws of the British Virgin Islands. Tsinghua Unigroup and Tsinghua Capital are organized under the laws of the PRC. The name, citizenship, business address, principal business occupation or employment of each of the directors and executive officers of each of the Reporting Persons are set forth on Annex A hereto.
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 7,223,483 consisting entirely of shares of Common Stock for which an aggregate consideration of approximately $41,588,267 has been paid. The source of the funds used to purchase the shares described above is working capital of the Reporting Persons.
| Item 4. | Purpose of the Transaction |
The Reporting Persons acquired the shares of Common Stock described herein for investment purposes. Neither the Reporting Persons nor any of the persons listed in Annex A has any present plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D. The Reporting Persons intend to continuously review their investments in the Issuer and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them, (iii) to enter into discussions with management regarding a possible commercial agreement or arrangement with the Issuer, or (iv) to take any other available course of action. In reaching any decisions as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons and their affiliates; developments with respect to the business of the Reporting Persons and their affiliates; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the securities of the Issuer.
| Item 5. | Interest in Securities of the Issuer |
(a) The aggregate number of shares of Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. The aggregate percentage of shares of Common Stock owned by the Reporting Persons is based upon 118,994,539 shares of Common Stock outstanding as of February 26, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2016.
Tsinghua International beneficially owns 7,223,483 shares of Common Stock, which represents approximately 6.07% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Tsinghua Capital, as the direct parent company of Tsinghua International, also may be deemed to beneficially own the 7,223,483 shares of Common Stock.
Tsinghua Unigroup, as an indirect, but controlling parent of Tsinghua International, also may be deemed to beneficially own the 7,223,483 shares of Common Stock.
Zhao Weiguo is the Chairman of the Board of Directors of Tsinghua Unigroup and a director of each of Tsinghua Capital and Tsinghua International. Mr. Zhao expressly disclaims beneficial ownership with respect to the 7,223,483 shares of Common Stock beneficially owned by Tsinghua Unigroup, Tsinghua Capital and Tsinghua International.
(b) Each of Tsinghua Unigroup, Tsinghua Capital and Tsinghua International may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of an aggregate of 7,223,483 shares of Common Stock.
(c) The transactions in the shares of Common Stock by the Reporting Persons during the past sixty days are set forth in Annex B and are incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On April 12, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements of Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be filed as Exhibits | ||
| Exhibit Number | Description of Exhibit | ||
| 99.1 | Joint Filing Agreement, dated April 12, 2016, by and among the Reporting Persons | ||
| SIGNATURES |
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2016.
| | Tsinghua Unigroup International Co., Ltd. | | |
| | | | |
| | By: | /s/ ZHAO Weiguo | |
| | Name: | ZHAO Weiguo | |
| | Title: | Director | |
| | | | |
| | | | |
| Tsinghua Unigroup Capital Management Co., Ltd. | |||
| By: | /s/ ZHAO Weiguo | ||
| Name: | ZHAO Weiguo | ||
| | Title: | Chairman | |
| | | | |
| | | | |
| Tsinghua Unigroup Co., Ltd. | |||
| By: | /s/ ZHAO Weiguo | ||
| Name: | ZHAO Weiguo | ||
| Title: | Chairman | ||
ANNEX A
Directors and Officers of Reporting Persons
| Name and Position | Principal Business Address | Principal Occupation | Citizenship |
| Tsinghua Unigroup Co., Ltd. | |||
| ZHAO, Weiguo Chairman of the Board of Directors | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| LI, Yanhe Vice Chairman of the Board of Directors | 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084 | Vice President of Tsinghua Holdings Co., Ltd. | People's Republic of China |
| LI, Zhongxiang Vice Chairman of the Board of Directors | 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084 | Vice President of Tsinghua Holdings Co., Ltd. | People's Republic of China |
| ZHAO, Yanlai Director | 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084 | Assistant President of Tsinghua Holdings Co., Ltd. | People's Republic of China |
| LI, Yi Director, Senior Vice President | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Director and Senior Vice President of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| ZHANG, Yadong Director, President | 6F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Director and President of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| CAO, Yuangang Director | 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084 | Assistant President of Tsinghua Holdings Co., Ltd. | People's Republic of China |
| Tsinghua Unigroup Capital Management Co., Ltd. | |||
| ZHAO, Weiguo Chairman of the Board of Directors | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| ZHANG, Yadong Director | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Director and President of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| ZHENG, Bo Director | 6F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | General Manager of the Investment Management Department, Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| Tsinghua Unigroup International Co., Ltd. | |||
| ZHAO, Weiguo Director | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
| ZHANG, Yadong Director | 10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 | Director and President of Tsinghua Unigroup Co., Ltd. | People's Republic of China |
ANNEX B
Transactions in the Shares During the Past Sixty Days
| Date of Transaction | Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share ($) | ||||||
| February 24, 2016 | Open Market Purchase | 300 | 6.17 | ||||||
| February 25, 2016 | Open Market Purchase | 370,000 | 6.09 | ||||||
| February 26, 2016 | Open Market Purchase | 200,000 | 6.08 | ||||||
| March 1, 2016 | Open Market Purchase | 1,167,196 | 5.72 | ||||||
| March 2, 2016 | Open Market Purchase | 347,967 | 5.61 | ||||||
| March 3, 2016 | Open Market Purchase | 577,625 | 5.69 | ||||||
| March 7, 2016 | Open Market Purchase | 124,399 | 5.71 | ||||||
| March 8, 2016 | Open Market Purchase | 134,240 | 5.71 | ||||||
| March 9, 2016 | Open Market Purchase | 25,414 | 5.69 | ||||||
| March 10, 2016 | Open Market Purchase | 1,122,350 | 5.81 | ||||||
| March 10, 2016 | Open Market Purchase | 20,443 | 5.78 | ||||||
| March 14, 2016 | Open Market Purchase | 132,364 | 5.94 | ||||||
| March 15, 2016 | Open Market Purchase | 274,891 | 5.90 | ||||||
| March 16, 2016 | Open Market Purchase | 25,803 | 5.89 | ||||||
| March 17, 2016 | Open Market Purchase | 74,915 | 6.00 | ||||||
| March 21, 2016 | Open Market Purchase | 161,107 | 6.20 | ||||||
| March 22, 2016 | Open Market Purchase | 194,168 | 6.15 | ||||||
| March 23, 2016 | Open Market Purchase | 435,381 | 6.18 | ||||||
| March 24, 2016 | Open Market Purchase | 237,643 | 5.89 | ||||||
| March 28, 2016 | Open Market Purchase | 21,244 | 5.77 | ||||||
| March 29, 2016 | Open Market Purchase | 19,629 | 5.84 | ||||||
| March 30, 2016 | Open Market Purchase | 90,000 | 5.96 | ||||||
| April 4, 2016 | Open Market Purchase | 241,576 | 5.44 | ||||||
| April 5, 2016 | Open Market Purchase | 354,320 | 5.44 | ||||||
| April 6, 2016 | Open Market Purchase | 85,040 | 5.25 | ||||||
| April 7, 2016 | Open Market Purchase | 218,602 | 5.35 | ||||||
| April 8, 2016 | Open Market Purchase | 248,459 | 5.31 | ||||||
| April 11, 2016 | Open Market Purchase | 116,876 | 5.42 | ||||||
| April 12, 2016 | Open Market Purchase | 201,531 | 5.31 | ||||||
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them.
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided that none of them is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
(iii) This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
Date: April 12, 2016
| | Tsinghua Unigroup International Co., Ltd. | | |
| | | | |
| | By: | /s/ ZHAO Weiguo | |
| | Name: | ZHAO Weiguo | |
| | Title: | Director | |
| | | | |
| | | | |
| Tsinghua Unigroup Capital Management Co., Ltd. | |||
| By: | /s/ ZHAO Weiguo | ||
| Name: | ZHAO Weiguo | ||
| | Title: | Chairman | |
| | | | |
| | | | |
| Tsinghua Unigroup Co., Ltd. | |||
| By: | /s/ ZHAO Weiguo | ||
| Name: | ZHAO Weiguo | ||
| Title: | Chairman | ||