latticescc-13g.htm
 
 
 


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Lattice Semiconductor Corporation
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
518415104
(CUSIP Number)
 
 
December 31, 2008
(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)
 
T  Rule 13d-1(c)
 
£  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.
 
Names of Reporting Persons.
 
7x7 Asset Management LLC
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  £
(b)  £
 
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
5.
 
Sole Voting Power
 
5,880,000
 
6.
 
Shared Voting Power
 
0
 
7.
 
Sole Dispositive Power
 
5,880,000
 
8.
 
Shared Dispositive Power
 
0
 
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,880,000
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
£
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.1%
 
12.
 
Type of Reporting Person (See Instructions)
 
OO



 
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1.
 
Names of Reporting Persons.
 
Douglas K. Lee
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  £
(b)  £
 
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
5.
 
Sole Voting Power
 
5,880,000
 
6.
 
Shared Voting Power
 
0
 
7.
 
Sole Dispositive Power
 
5,880,000
 
8.
 
Shared Dispositive Power
 
0
 
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,880,000
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
£
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
5.1%
 
12.
 
Type of Reporting Person (See Instructions)
 
IN



 
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Item 1(a).
Name of Issuer:
 
Lattice Semiconductor Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
5555 NE Moore Court
Hillsboro, OR 97124-6421
 
Item 2(a).
Names of Persons Filing:
 
7x7 Asset Management LLC (“7x7”)
 
Douglas K. Lee
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of the reporting persons is 201 California Street, Suite 930, San Francisco, CA 94111.
 
Item 2(c).
Citizenship:
 
Reference is made to Item 4 of pages 2 and 3 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
518415104
 
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:
 
 
£  (a)  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
£  (b)  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 

 

 
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£  (c)  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
£  (d)  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
 
£  (e)  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
£  (f)  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
£  (g)  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
£  (h)  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
£  (i)  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 (15 U.S.C. 80a-3);
 
 
£  (j)  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
Reference is hereby made to Items 5-9 and 11 of pages 2 and 3 of this Schedule, which Items are incorporated by reference herein.
 
The securities to which this Schedule relates (the “Securities”) are owned by certain investment limited partnerships and other client accounts, for which 7x7 serves as general partner and/or investment manager.  7x7, as those investment limited partnerships’ and client accounts’ general partner and/or investment manager, and Douglas K. Lee, as managing member and majority owner of 7x7, may therefore be deemed to beneficially own the Securities owned by such investment limited partnerships and client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.
 
Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that 7x7 or Mr. Lee is, for any other purpose, the beneficial owner of any of the Securities, and each of 7x7 and Mr. Lee disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.
 

 
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Under the definition of “beneficial ownership” in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the other officers or members of 7x7 might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.
 
The calculation of percentage of beneficial ownership in item 11 of pages 2 and 3 was derived from the Issuer’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 5, 2008, in which the Issuer stated that the number of shares of its common stock outstanding as of October 31, 2008 was 115,442,434 shares.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
7x7 serves as general partner and investment manager to certain client accounts that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s common stock.  No individual client’s holdings exceed five percent of that common stock.
 
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
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
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Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 

Dated:  January 6, 2009
7x7 ASSET MANAGEMENT LLC
 
 
By:   /s/ Douglas K. Lee
Douglas K. Lee, its Managing Member
 
   
 
 
 
 
/s/ Douglas K. Lee
Douglas K. Lee



EXHIBIT INDEX
 
                            Exhibit A
Joint Filing Undertaking
Page 7
 

 
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EXHIBIT A
 
JOINT FILING UNDERTAKING
 
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
 

Dated:  January 6, 2009
7x7 ASSET MANAGEMENT LLC
 
 
By:   /s/ Douglas K. Lee
Douglas K. Lee, its Managing Member
 
   
 
 
 
 
/s/ Douglas K. Lee
Douglas K. Lee
 
 
 


 
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