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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(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)
ULTRA
CLEAN HOLDINGS, INC.
|
(Name
of Issuer)
|
COMMON
STOCK, $0.001 par value
|
(Title
of Class of Securities)
|
90385V
10 7
|
(CUSIP
Number)
|
Leonid
Mezhvinsky
c/o
Ultra Clean Holdings, Inc.
150
Independence Drive
Menlo
Park, CA 94025
|
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
|
October
4, 2007
|
(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
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section of the Act but shall
be
subject to all other provisions of the Act.
CUSIP
No. 90385v 10 7
|
13D
|
Page 2 of
5 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leonid
and Inna Mezhvinsky as trustees of the Revocable Trust Agreement
of Leonid
Mezhvinsky and Inna Mezhvinsky dated April 26, 1988
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
1,013,390(1)
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,013,390(1)
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,390(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1)
Includes 160,000 shares held by the Leonid and Inna Mezhvinsky Charitable
Remainder Trust (“CRT”), of which Leonid and Inna Mezhvinsky are the trustees
and therefore the entities may be deemed to have common beneficial
ownership.
CUSIP
No. 90385v 10 7
|
13D
|
Page 3 of
5 Pages
|
This
Schedule 13D/A is being filed on behalf of Leonid and Inna Mezhvinsky as
trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna
Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”) to amend the
Schedule 13D filed on behalf of the Mezhvinsky Living Trust, Francisco
Partners GP LLC, Francisco Partners, L.P. and FP-Ultra Clean, L.L.C. (together
with Francisco Partners GP, LLC and Francisco Partners, L.P., “FP”) ;
Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable
Trust Under Agreement dated June 4, 2004 (the “Joshua Trust”); David Hongyu
Wu and Winnie Wei Zhen Wu, as trustees of the Chen Minors Irrevocable Trust
(the
“Chen Minors Trust”); Joe Chen and Jenny Chen as trustees of the Joe Chen and
Jenny Chen Revocable Trust dated 2002 (the “Chen Revocable Trust”); Victor
Mezhvinsky; and Frank Moreman (other than the Mezhvinsky Living Trust, FP,
together with the Joshua Trust, the Chen Minors Trust, the Chen Revocable Trust
and Victor Mezhvinsky, the “Other Shareholders”) with respect to the shares of
common stock, par value $.001 of Ultra Clean Holdings, Inc. (the “Common
Stock”). All information in this Schedule 13D/A concerning any
reporting person is being supplied solely by such reporting person, and only
such reporting person shall be deemed responsible for the accuracy of such
information. The shares reported herein do not reflect any shares
held by the Other Shareholders because the Stockholders’ Agreement previously
described in the statement on Schedule 13D to which this amended Schedule 13D
relates has been terminated and the Other Shareholders and the Mezhvinsky Living
Trust no longer constitute a “group” within the meaning of Section 13(d) of the
Securities Exchange Act of 1934.
Item
1. Security and Issuer.
This
statement on Schedule 13D/A relates to the shares of Common Stock of Ultra
Clean
Holdings, Inc., a Delaware corporation (the “Issuer”). The principal
executive offices of the Issuer are located at 150 Independence Drive,
Menlo Park, California 94025.
Item
2. Identity and Background.
(a) This
statement is being filed by the reporting person.
(b) The
principal addresses of the reporting person is:
Leonid
and
Inna Mezhvinsky Living Trust
10
Hampton
Court
Hillsborough,
CA 94010
(c) During
the last five years, the reporting person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(d) During
the last five years, the reporting person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject, to federal or state securities laws or finding any violation with
respect to such laws.
(e) The
reporting person is a United States citizen.
Item
3. Source and Amount of Funds or Other
Consideration.
The
Mezhvinsky Living Trust acquired the shares of Common Stock as partial
consideration for the acquisition by Issuer, pursuant to the Agreement and
Plan
of Merger and Reorganization dated as of June 29, 2006 (the “Merger Agreement”)
among Sieger Engineering, Inc., Leonid Mezhvinsky, Bob Acquisition Inc., Pete
Acquisition LLC, the Mezhvinsky Living Trust, the Chen Revocable Trust, Victor
Mezhvinsky, the Joshua Trust, the Chen Minors Trust, Frank Moreman and Leonid
Mezhvinsky as Sellers’ Agent, of all the outstanding shares of Sieger
Engineering, Inc. (the “Merger”), including pursuant to an additional
distribution on November 29, 2006 pursuant to the terms of the Merger
Agreement. The Mezhinvsky Living Trust transferred 200,000 shares to
the CRT.
CUSIP
No. 90385v 10 7
|
13D
|
Page 4 of
5 Pages
|
Item
4. Purpose of Transaction.
From
October 1 through October 4, 2007, The Mezhvinsky Living Trust sold
350,000 shares of Common Stock pursuant to a Rule 10b5-1 plan. From
October 2 through October 16, 2007, the CRT sold 30,000 shares of
Common Stock pursuant to a Rule 10b5-1 plan. Such entities may, from
time to time and subject to the Lockup Agreement described in the statement
on
Schedule 13D to which this amended Schedule 13D relates and to the Rule 10b5-1
plans, increase, reduce or dispose of its investment in the Issuer, depending
on
general economic conditions, economic conditions in the markets in which
the
Issuer operates, the market price securities of the Issuer, the availability
of
funds, borrowing costs, other opportunities available and other
considerations.
Except
as
set forth in this Item 4, the reporting person has no present plans or proposals
which relate to or would result in any of the actions specified in clauses
(a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities o
f the Issuer.
(a) Following
its sales on October 1, October 2, October 3 and October 4,
2007 of an aggregate of 350,000 shares of Common Stock, The Mezhvinsky Living
Trust holds 883,390 shares, and following its sales on October 2,
October 9 and October 16, 2007 of 30,000 shares, the CRT holds 130,000
shares. Collectively, such 1,013,390 shares constitute approximately
4.8% of the issued and outstanding shares of Common Stock based on the number
of
shares of Common Stock outstanding as of September, 2007.
(b)
The
reporting persons, as trustees of the Mezhvinsky Living Trust and of the
CRT,
may be deemed to have sole voting and dispositive power with respect to
1,013,390 shares.
(c) Other
than the sales described in section (a) above, there have been no transactions
with respect to the Common Stock effected during the past 60 days by The
Mezhvinsky Living Trust or the CRT.
(d) Not
applicable.
(e) The
reporting persons ceased to be the beneficial owner of more than 5% of shares
of
Common Stock on October 4, 2007.
Item
6. Contracts, Arrangements, Understandings or Relationships
With
Respect to Securities of the Issuer.
See
description in statement on Schedule 13D.
Item
7. Material to be Filed as Exhibits.
See
description in statement on Schedule 13D.
CUSIP
No. 90385v 10 7
|
13D
|
Page 5 of
5 Pages
|
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.
October 31,
2007
|
||
Date
|
||
/s/
Leonid Mezhvinsky
|
||
Signature
|
||
Leonid
Mezhvinsky, Trustee
|
||
(Name/Title)
|
October 31,
2007
|
||
Date
|
||
/s/
Inna Mezhvinsky
|
||
Signature
|
||
Inna
Mezhvinsky, Trustee
|
||
(Name/Title)
|