Edgar Filing: Rubicon Technology, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gazelle TechVentures, Inc.

2. Issuer Name and Ticker or Trading Symbol
Rubicon Technology, Inc. [RBCN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11611 NORTH MERIDIAN STREET, SUITE 310

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2007

(Street)

CARMEL, IN 48032

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2007		C		1,613,581 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽³⁾	1,613,581	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/21/2007		C		237,417 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽³⁾	1,850,998	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾
Common Stock	11/21/2007		C		68,783 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽³⁾	1,919,781	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾
Common Stock	11/21/2007		C		543,453 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽³⁾	2,463,859	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁷⁾
Common Stock	11/21/2007		S		354,745	D	⁽⁸⁾	2,109,114	I	See Footnotes ⁽²⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B-2 Convertible Preferred

⁽¹⁾

11/21/2007

6,116,573

⁽¹⁾

Common Stock

1,613,581 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series C-2 Convertible Preferred

⁽¹⁾

11/21/2007

1,731,213

⁽¹⁾

Common Stock

237,417 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾

Series D-2 Convertible Preferred

⁽¹⁾

11/21/2007

438,347

⁽¹⁾

Common Stock

68,783 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾

Series E Convertible Preferred

⁽¹⁾

11/21/2007

5,939,420

⁽¹⁾

Common Stock

543,453 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁷⁾

Common Stock Warrants

$ 3.6478

11/21/2007

18,642

⁽¹⁾

04/15/2008

Common Stock

18,642 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

18,642

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁹⁾

Warrants to Purchase Series B-2 Preferred

$ 0.56

11/21/2007

121,440

⁽¹⁾

04/15/2008

Common Stock

18,642 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁹⁾

Common Stock Warrants

$ 3.6478

11/21/2007

18,642

⁽¹⁾

06/10/2008

Common Stock

18,642 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

18,642

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁹⁾

Warrants to Purchase Series B-2 Preferred

$ 0.56

11/21/2007

121,440

⁽¹⁾

06/10/2008

Common Stock

18,642 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁹⁾

Common Stock Warrants

$ 3.6478

11/21/2007

47,863

⁽¹⁾

12/15/2015

Common Stock

47,863 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

47,863

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁰⁾

Warrants to Purchase Series E Preferred

$ 0.2806

11/21/2007

662,260

⁽¹⁾

12/15/2015

Common Stock

47,863 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁰⁾

Common Stock Warrants

$ 3.6478

11/21/2007

7,281

⁽¹⁾

01/27/2016

Common Stock

7,281 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

7,281

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹¹⁾

Warrants to Purchase Series E Preferred

$ 0.2806

11/21/2007

94,672

⁽¹⁾

01/27/2016

Common Stock

7,281 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gazelle TechVentures, Inc. 11611 NORTH MERIDIAN STREET SUITE 310 CARMEL, IN 48032		X
MONUMENT TECHNOLOGY PARTNERS LLC 11611 NORTH MERIDIAN STREET SUITE 310 CARMEL, IN 46032		X
GAZELLE CO INVESTMENT FUND LP 11611 NORTH MERIDIAN STREET SUITE 310 CARMEL, IN 46032		X
GAZELLE TECHVENTURES FUND LP 11611 NORTH MERIDIAN STREET SUITE 310 CARMEL, IN 46032		X

Signatures

/s/ Scott Glickson, attorney-in-fact		11/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The preferred shares are immediately convertible. The warrants are immediately exercisable. Each share of preferred stock converted automatically into common stock upon the closing of the issuer's initial public offering according to the following ratios: Series B-2 Convertible Preferred Stock on a one-to-0.1535 ratio; Series C-2 Convertible Preferred Stock on a one-to-0.1009 ratio; Series D-2 Convertible Preferred Stock on a one-to-0.1246 ratio and Series E Convertible Preferred Stock on a one-to-0.0769 ratio. Each warrant for preferred shares converted automatically into warrants for common stock upon the closing of the issuer's initial public offering according to the same ratios.
(2)	Consists of shares held by or issuable to Gazelle TechVentures Fund, L.P., and Gazelle Co-Investment Fund, L.P. (the "Gazelle Funds"). Don N. Aquilano, a director of the issuer, is the managing director and president of Gazelle TechVentures, Inc., which is the manager of Monument Technology Partners, LLC, which is the general partner of the Gazelle Funds. The Reporting Persons disclaim beneficial ownership of the shares held by the Gazelle Funds except to the extent of each Reporting Person's own pecuniary interest in the shares.
(3)	Amounts shown include shares of common stock issued upon the conversion in exchange for accrued dividends on the preferred stock at the following rates: Series B-2 at $ 3.6478 per share, Series C-2 at $ 7.5595 per share, Series D-2 at $ 6.6690 per share and Series E at $ 3.6478 per share.
(4)	Consists of 1,540,365 shares issued to Gazelle TechVentures Fund, L.P. and 73,216 shares issued to Gazelle Co-Investment Fund, L.P.
(5)	Consists of 226,641 shares issued to Gazelle TechVentures Fund, L.P. and 10,776 shares issued to Gazelle Co-Investment Fund, L.P.
(6)	Consists of 65,662 shares issuable to Gazelle TechVentures Fund, L.P. and 3,121 shares issuable to Gazelle Co-Investment Fund, L.P.
(7)	Consists of 518,790 shares issuable to Gazelle TechVentures Fund, L.P, and 24,663 shares issuable to Gazelle Co-Investment Fund, L.P.
(8)	As part of the issuer's initial public offering, Gazelle TechVentures Fund, L.P. sold 338,647 shares of its common stock and Gazelle Co-Investment Fund, L.P. sold 16,098 shares of its common stock.
(9)	Represents warrants to purchase 115,930 preferred shares which were converted into warrants to purchase 17,797 shares of common stock held by Gazelle TechVentures Fund L.P. and warrants to purchase 5,510 shares of preferred shares which were converted into warrants to purchase 845 shares common stock held by Gazelle Co-Investment Fund, L.P.
(10)	Represents warrants to purchase 594,022 preferred shares which were converted into warrants to purchase 45,692 shares of common stock held by Gazelle TechVentures Fund, L.P., and warrants to purchase 28,238 preferred shares which were converted into warrants to purchase 2,171 shares of common stock held by Gazelle Co-Investment Fund, L.P.
(11)	Represents warrants to purchase 90,374 preferred shares which were converted into warrants to purchase 6,951 shares of common stock held by Gazelle TechVentures Fund, L.P., and warrants to purchase 4,298 preferred shares which were converted into warrants to purchase 330 shares of common stock held by Gazelle Co-Investment Fund, L.P.

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