Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
FORMFACTOR, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
346375 10 8
(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:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*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 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).
CUSIP No. 346375 10 8 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person |
|||
(1) Represents (a) 2,309,499 shares held by The Khandros Bloch Revocable Trust U/A/D 1/24/97 As Amended 8/18/06 (the K-B Trust) and (b) 482,998 shares issuable upon exercise of Mr. Khandros stock options that are exercisable within 60 days of December 31, 2008. Excludes 240,770 shares subject to stock options granted to Mr. Khandros that are unvested and are not exercisable within 60 days of December 31, 2008.
(2) The percent of class is based on 49,062,308 shares of common stock outstanding as of December 31, 2008.
2
CUSIP No. 346375 10 8 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person |
|||
(1) Represents (a) 2,309,499 shares held by the K-B Trust and (b) 482,998 shares issuable upon exercise of Mr. Khandros stock options that are exercisable within 60 days of December 31, 2008. Excludes 240,770 shares subject to stock options granted to Mr. Khandros that are unvested and are not exercisable within 60 days of December 31, 2008.
(2) The percent of class is based on 49,062,308 shares of common stock outstanding as of December 31, 2008.
3
Item 1(a). |
Name
of Issuer: |
||
Item 1(b). |
Address
of Issuers Principal Executive Offices: |
||
|
|
||
Item 2 (a). |
Name
of Person Filing: |
||
Item 2 (b). |
Address
of Principal Business Office or, if none, Residence: 7005 Southfront Road Livermore, California 94551 |
||
Item 2 (c). |
Citizenship: |
||
Item 2 (d). |
Title
of Class of Securities: |
||
Item 2 (e). |
CUSIP
Number: |
||
|
|||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
||
|
(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
; |
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) |
o |
A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J); |
|
(k) |
o |
Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________. |
4
Item 4. |
Ownership. |
||
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1. |
|||
|
(a) |
Amount beneficially owned: See Row 9 of the cover page for each reporting person. |
|
|
(b) |
Percent of class: See Row 11 of the cover page for each reporting person. |
|
|
(c) |
Number of shares as to which such person has: |
|
|
|
(i) |
Sole power to vote or to direct the vote: See Row 5 of the cover page for each reporting person. |
|
|
(ii) |
Shared power to vote or to direct the vote: See Row 6 of the cover page for each reporting person. |
|
|
(iii) |
Sole power to dispose or to direct the disposition of: See Row 7 of the cover page for each reporting person. |
|
|
(iv) |
Shared power to dispose or to direct the disposition of: See Row 8 of the cover page for each reporting person. |
|
|||
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 o. |
|||
|
|||
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 or Control Person. |
||
Not Applicable |
|||
|
|||
Item 8. |
Identification and Classification of Members of the Group. |
||
Not Applicable |
|||
|
|||
Item 9. |
Notice of Dissolution of Group. |
||
Not Applicable |
5
Item 10. |
Certifications. |
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.
|
February 11, 2009 |
|
(Date) |
|
|
|
|
|
/s/ IGOR Y. KHANDROS |
|
IGOR Y. KHANDROS |
|
|
|
|
|
February 11, 2009 |
|
(Date) |
|
|
|
|
|
/s/ SUSAN BLOCH |
|
SUSAN BLOCH |
6
Exhibit A
Joint Filing Agreement
Each of the undersigned hereby agrees that they are filing the attached statement containing the information required by Schedule 13G jointly under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, and that only one such statement needs to be filed with respect to the ownership by each of the undersigned of the securities of FormFactor, Inc.
|
February 11, 2009 |
|
(Date) |
|
|
|
|
|
/s/ IGOR Y. KHANDROS |
|
IGOR Y. KHANDROS |
|
|
|
|
|
February 11, 2009 |
|
(Date) |
|
|
|
|
|
/s/ SUSAN BLOCH |
|
SUSAN BLOCH |