CUSIP
No. 826565103
|
Schedule
13G
|
Page
2 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Venture Capital II Ltd. (“TFVCII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
5
|
SOLE
VOTING POWER
423,349
shares, except that Tamir Fishman Ventures II LLC (“GP”), which holds management rights over
the shares of Issuer owned by TFVCII, may be deemed to have sole power to
vote these shares. GP disclaims beneficial ownership of the
shares held by TFVCII except to the extent of its pecuniary interest
therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
423,349
shares, except that GP, which holds management rights over the shares of
Issuer owned by TFVCII, may be deemed to have sole power to vote these
shares. GP disclaims beneficial ownership of the shares held by
TFVCII except to the extent of its pecuniary interest
therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,349 shares
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.38%*
|
|||
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page
3 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II (Cayman Islands) LP (“CAYMAN”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
5
|
SOLE
VOTING POWER
81,794
shares, except that GP, the general partner of CAYMAN, may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CAYMAN except to the extent of its
pecuniary interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
81,794
shares, except that GP, the general partner of CAYMAN, may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CAYMAN except to the extent of its
pecuniary interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,794 shares
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27%*
|
|||
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page
4 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II LP (“TFVII”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) o
|
||||
(b) x
|
||||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
5
|
SOLE
VOTING POWER
612,667
shares, except that GP, the general partner of TFVII, may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by TFVII except to the extent of its
pecuniary interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
612,667
shares, except that GP, the general partner of TFVII, may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by TFVII except to the extent of its
pecuniary interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,667 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.99%*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page
5 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II CEO Fund LP (“CEO”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) o
|
||||
(b) x
|
||||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
5
|
SOLE
VOTING POWER
6,825
shares, except that GP, the general partner of CEO, may be deemed to have
sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CEO except to the extent of its pecuniary
interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
6,825
shares, except that GP, the general partner of CEO, may be deemed to have
sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CEO except to the extent of its pecuniary
interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,825 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 6 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II CEO (US) Fund LP (“CEOUS”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) o
|
||||
(b) x
|
||||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
5
|
SOLE
VOTING POWER
19,640
shares, except that GP, the general partner of CEOUS may be deemed to have
sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CEOUS except to the extent of its
pecuniary interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
19,640
shares, except that GP, the general partner of CEOUS, may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by CEOUS except to the extent of its
pecuniary interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,640 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 7 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II (Israel) LP (“ISRAEL”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) o
|
||||
(b) x
|
||||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
5
|
SOLE
VOTING POWER
82,004
shares, except that GP, the general partner of ISRAEL may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by ISRAEL except to the extent of its
pecuniary interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
82,004
shares, except that GP, the general partner of ISRAEL may be deemed to
have sole power to vote these shares. GP disclaims beneficial
ownership of the shares held by ISRAEL except to the extent of its
pecuniary interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,004 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27%*
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 8 of 13
Pages
|
1
|
NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Tamir
Fishman Ventures II LLC (“GP”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
(b) x
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
5
|
SOLE
VOTING POWER
1,226,279
shares, of which 423,349 shares are directly owned by TFVCII, 81,794
shares are directly owned by CAYMAN, 612,667 shares are directly owned by
TFVII, 6,825 shares are directly owned by CEO, 19,640 shares are directly
owned by CEOUS and 82,004 shares are directly owned by
ISRAEL. GP, the general partner of CAYMAN, TFVII, CEO, CEOUS
and ISRAEL and holder of management rights over the shares of Issuer owned
by TFVCII, may be deemed to have sole power to vote these
shares. GP disclaims beneficial ownership of the shares held by
CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its
pecuniary interest therein.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
1,226,279
shares, of which 423,349 shares are directly owned by TFVCII, 81,794
shares are directly owned by CAYMAN, 612,667 shares are directly owned by
TFVII, 6,825 shares are directly owned by CEO, 19,640 shares are directly
owned by CEOUS and 82,004 shares are directly owned by
ISRAEL. GP, the general partner of CAYMAN, TFVII, CEO, CEOUS
and ISRAEL and holder of management rights over the shares of Issuer owned
by TFVCII, may be deemed to have sole power to vote these
shares. GP disclaims beneficial ownership of the shares held by
CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its
pecuniary interest therein.
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,226,279 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.99%*
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 9 of 13
Pages
|
|
(a)
|
Name
of Issuer:
Sigma
Designs, Inc. (the “Issuer”)
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
1778
McCarthy Boulevard
Milpitas,
California 95035
|
(a)
|
Name
of Person Filing:
|
(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
(c)
|
Citizenship:
|
(d)
|
Title
of Class of Securities: Common
Stock
|
(e)
|
CUSIP
Number: 826565103
|
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: Not
Applicable
|
(a) |
o
|
Broker
or dealer registered under section 15 of the
Act
|
(b) |
o
|
Bank
as defined in section 3(a)(6) of the
Act
|
(c) |
o
|
Insurance
company as defined in section 3(a)(19) of the
Act
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940
|
(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
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 10 of 13
Pages
|
(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
|
(j)
|
o
|
Group,
in accordance with
§240.13d-1(b)-1(ii)(J)
|
Item
4.
|
Ownership
|
(a)
|
Amount
Beneficially Owned:
|
|
See
row 9 of cover page for each Reporting
Person.
|
(b)
|
Percent
of Class:
|
|
See
row 11 of cover page for each Reporting Person. Percentages for
all Reporting Persons are based on 30,734,258 shares of Common Stock of
the Issuer outstanding as of December 2, 2009, based on Issuer’s Quarterly
Report filed on Form 10Q/A on December 14,
2009.
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i) Sole
power to vote or to direct the
vote:
|
|
See
row 5 of cover page for each Reporting
Person.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 11 of 13
Pages
|
Item
9.
|
Notice
of Dissolution of Group
|
Item
10.
|
Certification
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 12 of 13
Pages
|
CUSIP
No. 826565103
|
Schedule
13G
|
Page 13 of 13
Pages
|