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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 2)*
Under
the Securities Exchange Act of 1934
Rubicon Technology,
Inc.
(Name of
Issuer)
Common Stock, $0.001 par
value
(Title or
Class of Securities)
78112T107
(CUSIP
Number)
December 31,
2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
£ Rule
13d-1(b)
£ Rule
13d-1(c)
T Rule
13d-1(d)
* 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 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).
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1.
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Names
of Reporting Persons. Gazelle TechVentures Fund, L.P.
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|||
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||
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(a)
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||||
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(b)
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x
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|||
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3.
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SEC
Use Only
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|||
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4.
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Citizenship
or Place of Organization: Delaware
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Number
of Shares
Beneficially
by
Owned
by Each
Reporting
Person
With:
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5.
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Sole
Voting Power: None
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||
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6.
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Shared
Voting Power: 0
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|||
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7.
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Sole
Dispositive Power: None
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|||
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8.
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Shared
Dispositive Power: 0
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|||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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|||
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11.
|
Percent
of Class Represented by Amount in Row (9): less than 5%
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|||
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12.
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Type
of Reporting Person (See Instructions): PN
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CUSIP
No. 78112T107
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||||
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1.
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Names
of Reporting Persons: Gazelle Co-Investment Fund, L.P.
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|||
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||
|
(a)
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||||
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(b)
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x
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|||
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3.
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SEC
Use Only
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|||
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4.
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Citizenship
or Place of Organization: Delaware
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|||
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Number
of Shares
Beneficially
by
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power: None
|
||
|
6.
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Shared
Voting Power: 0
|
|||
|
7.
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Sole
Dispositive Power: None
|
|||
|
8.
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Shared
Dispositive Power: 0
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|||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 0
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|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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|||
|
11.
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Percent
of Class Represented by Amount in Row (9): less than 5%
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|||
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12.
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Type
of Reporting Person (See Instructions): PN
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CUSIP
No. 78112T107
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||||
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1.
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Names
of Reporting Persons: Monument Technology Partners, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||
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(a)
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||||
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(b)
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x
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|||
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3.
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SEC
Use Only
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|||
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4.
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Citizenship
or Place of Organization: Delaware
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|||
|
Number
of Shares
Beneficially
by
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power: None
|
||
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6.
|
Shared
Voting Power: 0
|
|||
|
7.
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Sole
Dispositive Power: None
|
|||
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8.
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Shared
Dispositive Power: 0
|
|||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 0
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9): less than 5%
|
|||
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12.
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Type
of Reporting Person (See Instructions): OO
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CUSIP
No. 78112T107
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||||
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1.
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Names
of Reporting Persons: Gazelle TechVentures, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||
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(a)
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||||
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(b)
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x
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|||
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3.
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SEC
Use Only
|
|||
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4.
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Citizenship
or Place of Organization: Delaware
|
|||
|
Number
of Shares
Beneficially
by
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power: None
|
||
|
6.
|
Shared
Voting Power: 0
|
|||
|
7.
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Sole
Dispositive Power: None
|
|||
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8.
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Shared
Dispositive Power: 0
|
|||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person0
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|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9): less than 5%
|
|||
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12.
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Type
of Reporting Person (See Instructions): CO
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CUSIP
No. 78112T107
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||||
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1.
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Names
of Reporting Persons: Don N. Aquilano
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||
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(a)
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||||
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(b)
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x
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|||
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3.
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SEC
Use Only
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|||
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4.
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Citizenship
or Place of Organization U.S.A.
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|||
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Number
of Shares
Beneficially
by
Owned
by Each
Reporting
Person
With:
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5.
|
Sole
Voting Power: 20,674
|
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6.
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Shared
Voting Power: 20,674
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|||
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7.
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Sole
Dispositive Power: 20,674
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|||
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8.
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Shared
Dispositive Power: 20,674
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|||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person 20,674
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|||
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9): less than 5%
|
|||
|
12.
|
Type
of Reporting Person (See Instructions): IN
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Item
1.
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(a)
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Name of
Issuer: The issuer is Rubicon Technology, Inc.
(RBCN)
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(b)
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Address of Issuer's Principal Executive
Offices: 9931 Franklin Avenue, Franklin Park, Illinois
60131
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Item
2.
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(a)
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Name of Person
Filing:
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The names
of the persons filing this statement ("Reporting Persons") are:
Gazelle
TechVentures, Inc.
Monument
Technology Partners, LLC
Gazelle
TechVentures Fund, L.P.
Gazelle
Co-Investment Fund, L.P.
Don N.
Aquilano
|
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(b)
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Address of Principal Business
Office or, if none,
Residence:
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The
address of the principal business office of all the Reporting Persons is 11611
North Meridian Street, Suite 310, Carmel, Indiana 46032.
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(c)
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Citizenship:
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Gazelle
TechVentures, Inc., Monument Technology Partners, LLC, Gazelle TechVentures Fund
L.P., and Gazelle Co-Investment Fund, L.P., are entities that are organized
under the laws of the State of Delaware.
Mr.
Aquilano is a citizen of the United States of America.
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(d)
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Title of Class of
Securities: Common stock, $0.001 par value ("Issuer
Common").
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(e)
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CUSIP
Number: 78112T107
|
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Item
3.
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Not
Applicable.
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Item 4.
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Ownership.
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Mr.
Aquilano is the President of Gazelle TechVentures, Inc. ("GTV, Inc."), which is
the Manager of Monument Technology Partners, LLC ("MTP,
LLC"). MTP, LLC is the general partner of Gazelle TechVentures
Fund, L.P. ("GTV, LP") and Gazelle Co-Investment Fund, L.P. ("GCIF,
LP").
Mr.
Aquilano beneficially owned (as that term is defined for purposes of this
Schedule 13G) as of December 31, 2009, an aggregate of 20,674 shares of the
Issuer, of which 13,964 were unissued shares that were purchasable by Mr.
Aquilano upon exercise of immediately-exercisable rights to acquire such shares
from the Issuer.
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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. x
|
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.
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Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
Applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
|
Certification.
|
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.
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Dated:
February 12, 2010
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GAZELLE
TECHVENTURES, INC.
|
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By:
|
|
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/s/ Don N. Aquilano
|
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Name:
Don N. Aquilano
|
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Title:
Managing Director and President
|
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Dated:
February 12, 2010
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MONUMENT
TECHNOLOGY PARTNERS, LLC
|
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By
its Manager
|
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|
Gazelle
TechVentures, Inc.
|
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By:
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Managing Director and President
|
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Dated:
February 12, 2010
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GAZELLE
CO-INVESTMENT FUND, L.P.
|
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By
its General Partner
|
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|
Monument
Technology Partners, LLC
|
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By
its Manager
|
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/s/ Don N. Aquilano
|
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Name:
Don N. Aquilano
|
|
|
Title:
Manager
|
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Dated:
February 12, 2010
|
GAZELLE
TECHVENTURES FUND, L.P.
|
|
By
its General Partner
|
|
|
Monument
Technology Partners, LLC
|
|
|
By
its Manager
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Manager
|
|
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Dated:
February 12, 2010
|
/s/ Don N. Aquilano
|
|
Don
N.
Aquilano
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partners of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: International
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
AGREEMENT
REGARDING THE JOINT FILING
OF
SCHEDULE 13G
The
undersigned hereby agree as follows:
(i) Each
of them is individually eligible to use the Schedule 13G to which this Exhibit
is attached, and such Schedule 13G is filed on behalf of each of them;
and
(ii) Each
of them is responsible for the timely filing of such Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
|
Dated:
February 12, 2010
|
GAZELLE
TECHVENTURES, INC.
|
|
By:
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Managing Director and President
|
|
|
Dated:
February 12, 2010
|
MONUMENT
TECHNOLOGY PARTNERS, LLC
|
|
By
its Manager
|
|
|
Gazelle
TechVentures, Inc.
|
|
|
By:
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Managing Director and President
|
|
|
Dated:
February 12, 2010
|
GAZELLE
CO-INVESTMENT FUND, L.P.
|
|
By
its General Partner
|
|
|
Monument
Technology Partners, LLC
|
|
|
By
its Manager
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Manager
|
|
|
Dated:
February 12, 2010
|
GAZELLE
TECHVENTURES FUND, L.P.
|
|
By
its General Partner
|
|
|
Monument
Technology Partners, LLC
|
|
|
By
its Manager
|
|
|
/s/ Don N. Aquilano
|
|
|
Name:
Don N. Aquilano
|
|
|
Title:
Manager
|
|
|
Dated:
February 12, 2010
|
/s/ Don N. Aquilano
|
|
Don
N.
Aquilano
|