sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___)*
Entropic Communications, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
29384R 10 5
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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o |
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Rule 13d-1(c) |
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þ |
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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 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).
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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2 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Focus Ventures II, L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ (1) |
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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 |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,837,998 shares of Common Stock (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 shares |
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| WITH |
8 |
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SHARED DISPOSITIVE POWER |
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3,837,998 shares of Common Stock (2) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,837,998 shares of Common Stock (2) |
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| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW ( 9 ) EXCLUDES CERTAIN SHARES * |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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5.68%(3) |
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| 12 |
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TYPE OF REPORTING PERSON* |
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PN |
(1) This Schedule 13G is filed by Focus Ventures II, L.P. (“FV II”), Focus Ventures Partners II,
L.P. (“FVP II”), FV Investors II QP, L.P. (“FV II QP”), FV Investors II A, L.P. (“FV II A”), Focus
Management, Inc. (“FMI”), Steven P. Bird (“Bird”), Kevin J. McQuillan (“McQuillan”), James
Boettcher (“Boettcher,” and, together with FV II, FVP II, FV II QP, FV II A, FMI, Bird and
McQuillan, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii)
47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting
and investment control over the shares owned by FV II, and may be deemed to own beneficially the
shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole
voting and investment control over the shares owned by FV II QP and FV II A, and may be deemed to
own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are
General Partners of FVP II and directors of FMI and share voting and dispositive power over the
shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held
by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the
Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II
A, except to the extent of their respective pecuniary interests therein. The information with
respect to the ownership of the Common Stock by the Reporting Persons filing this statement on
Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of
Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed
Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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3 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Focus Ventures Partners II, 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*
|
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(a) o |
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(b) þ (1) |
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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 |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,837,998 shares of Common Stock (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 shares |
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| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
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|
| |
|
3,837,998 shares of Common Stock (2) |
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|
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,837,998 shares of Common Stock (2) |
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|
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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o |
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|
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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5.68%(3) |
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| 12 |
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TYPE OF REPORTING PERSON* |
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PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this
Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii)
47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting
and investment control over the shares owned by FV II, and may be deemed to own beneficially the
shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole
voting and investment control over the shares owned by FV II QP and FV II A, and may be deemed to
own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are
General Partners of FVP II and directors of FMI and share voting and dispositive power over the
shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held
by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the
Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II
A, except to the extent of their respective pecuniary interests therein. The information with
respect to the ownership of the Common Stock by the Reporting Persons filing this statement on
Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of
Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed
Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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4 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FV Investors II QP, 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*
|
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(a) o |
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(b) þ (1) |
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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 |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
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|
|
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
|
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * |
| |
|
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o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
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|
|
| 12 |
|
TYPE OF REPORTING PERSON * |
| |
|
| |
PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this
Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii)
47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting
and investment control over the shares owned by FV II, and may be deemed to own beneficially the
shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole
voting and investment control over the shares owned by FV II QP and FV II A, and may be deemed to
own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are
General Partners of FVP II and directors of FMI and share voting and dispositive power over the
shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held
by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the
Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II
A, except to the extent of their respective pecuniary interests therein. The information with
respect to the ownership of the Common Stock by the Reporting Persons filing this statement on
Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of
Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed
Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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5 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FV Investors II A, L.P. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
|
| |
(a) o |
| |
(b) þ
(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
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|
| |
|
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|
| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
| |
Delaware, United States of America |
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|
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5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares of Common Stock |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares of Common Stock |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
|
| 10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON* |
| |
|
| |
PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii) 47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting and investment control over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and investment control over the shares owned by FV II QP and
FV II A, and may be deemed to own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are General Partners of FVP II and directors of FMI and share voting and dispositive power over the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II A, except to the
extent of their respective pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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6 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Focus Management, Inc. |
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|
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|
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
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(a) o |
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(b) þ
(1) |
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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 |
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California, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
|
| 10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON* |
| |
|
| |
CO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii) 47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting and investment control over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and investment control over the shares owned by FV II QP
and FV II A, and may be deemed to own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are General Partners of FVP II and directors of FMI and share voting and dispositive power over the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II A, except to the
extent of their respective pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
|
29384R 10 5 |
13 G |
Page |
|
7 |
|
of |
|
13 Pages |
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|
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| 1 |
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven P. Bird |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
| |
(a) o |
| |
(b) þ
(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
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|
| |
|
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|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
|
| 10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii) 47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting and investment control over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and investment control over the shares owned by FV II QP
and FV II A, and may be deemed to own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are General Partners of FVP II and directors of FMI and share voting and dispositive power over the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II A, except to the
extent of their respective pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
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29384R 10 5 |
13 G |
Page |
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8 |
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of |
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13 Pages |
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| 1 |
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin J. McQuillan |
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|
| |
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| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
| |
(a) o |
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(b) þ
(1) |
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| 3 |
|
SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
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| |
United States of America |
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| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
| |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
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| 10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| |
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| |
o |
| |
|
|
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
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|
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| 12 |
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TYPE OF REPORTING PERSON* |
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|
| |
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii) 47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting and investment control over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and investment control over the shares owned by FV II QP
and FV II A, and may be deemed to own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are General Partners of FVP II and directors of FMI and share voting and dispositive power over the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II A, except to the
extent of their respective pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently filed Form S-1/A as filed with the SEC on December 6, 2007.
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CUSIP No. |
|
29384R 10 5 |
13 G |
Page |
|
9 |
|
of |
|
13 Pages |
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|
|
| 1 |
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James Boettcher |
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|
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| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
| |
(a) o |
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(b) þ
(1) |
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|
|
| 3 |
|
SEC USE ONLY |
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| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
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United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,837,998 shares of Common Stock (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,837,998 shares of Common Stock (2) |
| |
|
|
| 10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| |
|
| |
5.68% (3) |
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|
| 12 |
|
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,646,098 shares held by FV II; (ii) 143,925 shares held by FV II QP; and (iii) 47,975 shares held by FV II A. FVP II serves as the General Partner of FV II and has sole voting and investment control over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and investment control over the shares owned by FV II QP
and FV II A, and may be deemed to own beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are General Partners of FVP II and directors of FMI and share voting and dispositive power over the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no securities of the Issuer directly and disclaim beneficial ownership of the shares held by FV II, FV II QP and FV II A, except to the
extent of their respective pecuniary interests therein. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.
(3) The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of Common Stock reported to be outstanding as of December 6, 2007 in the Issuer's most recently filed Form S-1/A as filed with the SEC on December 6, 2007.
Introductory Note: This Statement on Schedule 13G is filed on behalf of Focus Ventures II, L.P.,
Focus Ventures Partners II, L.P., FV Investors II QP, L.P., FV Investors II A, L.P., Focus
Management, Inc., Steven P. Bird, Kevin J. McQuillan and James Boettcher in respect of shares of
Common Stock, par value $0.001 per share (“Common Stock”), of Entropic Communications, Inc. (the
“Issuer”).
Item 1
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(a)
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Name of Issuer:
|
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Entropic Communications, Inc. |
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(b)
|
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Address of Issuer’s |
|
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Principal Executive Offices:
|
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9276 Scranton Road, Suite 200 |
|
|
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San Diego, California 92121 |
Item 2
| (a) |
|
Name of Person(s) Filing: |
Focus Ventures II, L.P. (“FV II”)
Focus Ventures Partners II, L.P. (“FVP II”)
FV Investors II QP, L.P. (“FV II QP”)
FV Investors II A, L.P. (“FV II A”)
Focus Management, Inc. (“FMI”)
Steven P. Bird (“Bird”)
Kevin J. McQuillan (“McQuillan”)
James Boettcher (“Boettcher”)
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(b)
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Address of Principal Business Office:
|
|
c/o Focus Ventures |
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525 University Avenue, Suite 1400 |
|
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Palo Alto, California 94301 |
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(c)
|
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Citizenship: |
|
|
| |
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FV II
|
|
Delaware, United States of America |
|
|
FVP II
|
|
Delaware, United States of America |
|
|
FV II QP
|
|
Delaware, United States of America |
|
|
FV II A
|
|
Delaware, United States of America |
|
|
FMI
|
|
California, United States of America |
|
|
Bird
|
|
United States of America |
|
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McQuillan
|
|
United States of America |
|
|
Boettcher
|
|
United States of America |
| (d) |
|
Title of Class of Securities: Common Stock |
| |
| (e) |
|
CUSIP Number: 29384R 10 5 |
Item 3 Not applicable.
Page 10 of 13 Pages
Item 4 Ownership.
The following information with respect to the ownership of the Common Stock by the Reporting
Persons filing this statement on Schedule 13G is provided as of December 31, 2007:
| |
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| |
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Shared |
|
Sole |
|
Shared |
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|
| |
|
Shares Held |
|
Sole Voting |
|
Voting |
|
Dispositive |
|
Dispositive |
|
Beneficial |
|
Percentage |
| Reporting Persons |
|
Directly |
|
Power |
|
Power (1) |
|
Power |
|
Power (1) |
|
Ownership (1) |
|
of Class (2) |
FV II |
|
|
3,646,098 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FVP II |
|
|
0 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FV II QP |
|
|
143,925 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FV II A |
|
|
47,975 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMI |
|
|
0 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bird |
|
|
0 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McQuillan |
|
|
0 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boettcher |
|
|
0 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
0 |
|
|
|
3,837,998 |
|
|
|
3,837,998 |
|
|
|
5.68 |
% |
|
|
|
| (1) |
|
FVP II serves as the General Partner of FV II and has sole voting and investment control
over the shares owned by FV II, and may be deemed to own beneficially the shares held by FV
II. FMI serves as the General Partner of FV II QP and FV II A and has sole voting and
investment control over the shares owned by FV II QP and FV II A, and may be deemed to own
beneficially the shares held by FV II QP and FV II A. Bird, McQuillan and Boettcher are
General Partners of FVP II and directors of FMI and share voting and dispositive power over
the shares held by FV II, FV II QP and FV II A, and may be deemed to own beneficially the
shares held by FV II, FV II QP and FV II A; however, Bird, McQuillan and Boettcher own no
securities of the Issuer directly and they disclaim beneficial ownership of the shares held by
FV II, except to the extent of their respective pecuniary interests therein. |
| |
| (2) |
|
The percentages set forth on the cover sheets are calculated based on 67,614,775 shares of
Common Stock reported to be outstanding as of December 6, 2007 in the Issuer’s most recently
filed Form S-1/A as filed with the SEC on December 6, 2007. |
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.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certification.
Not applicable.
Page 11 of 13 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.
Dated: March 13, 2008
FOCUS VENTURES II, L.P.
By its General Partner, Focus Ventures Partners II, L.P.
| |
|
|
/s/ Steven P. Bird
|
|
|
|
|
|
General Partner |
|
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|
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FOCUS VENTURES PARTNERS II, L.P. |
|
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|
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/s/ Steven P. Bird |
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General Partner |
|
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FV INVESTORS II QP, L.P. |
|
|
FV INVESTORS II A, L.P. |
|
|
By its General Partner, Focus Management, Inc. |
|
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/s/ Steven P. Bird |
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FOCUS MANAGEMENT, INC. |
|
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/s/ Steven P. Bird |
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/s/ Steven P. Bird |
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/s/ Kevin J. McQuillan |
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/s/ James Boettcher |
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Exhibit(s):
A — Joint Filing Statement
Page 12 of 13 Pages
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments
thereto) relating to the Common Stock of Entropic Communications, Inc. is filed on behalf of each
of us.
Dated: March 13, 2008
FOCUS VENTURES II, L.P.
By its General Partner, Focus Ventures Partners II, L.P.
| |
|
|
/s/ Steven P. Bird
Steven P. Bird
|
|
|
General Partner |
|
|
|
|
|
FOCUS VENTURES PARTNERS II, L.P. |
|
|
|
|
|
/s/ Steven P. Bird
Steven P. Bird
|
|
|
General Partner |
|
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|
|
FV INVESTORS II QP, L.P. |
|
|
FV INVESTORS II A, L.P. |
|
|
By its General Partner, Focus Management, Inc. |
|
|
|
|
|
/s/ Steven P. Bird
Steven P. Bird
|
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|
FOCUS MANAGEMENT, INC. |
|
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|
/s/ Steven P. Bird
Steven P. Bird
|
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|
/s/ Steven P. Bird
Steven P. Bird
|
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|
|
|
|
/s/ Kevin J. McQuillan
Kevin J. McQuillan
|
|
|
|
|
|
/s/ James Boettcher
James Boettcher
|
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|
Page 13 of 13 Pages