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FormFactor, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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346375108
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(CUSIP Number)
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November 12, 2013
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No
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346375108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Needham Asset Management, LLC (1)
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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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(a) [_]
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||||
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(b) [x]
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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
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,890,950
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,890,950
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,890,950
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||||
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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||||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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----------
(1) Needham Asset Management, LLC is the managing member of Needham Investment Management L.L.C., which serves as investment adviser to various series of The Needham Funds, Inc. and the general partner to certain private investment funds that hold 2,890,950 shares of common stock of the Issuer ("Common Stock"). Needham Investment Management L.L.C. may be deemed to beneficially own the Common Stock by virtue of its position as investment adviser to these series and general partner to these funds.
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CUSIP No
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346375108
|
|||
|
1.
|
NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
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Needham Investment Management L.L.C. (2)
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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) [_]
|
||||
|
(b) [x]
|
||||
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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
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|||
|
Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
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5.
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SOLE VOTING POWER
|
|||
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0
|
||||
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6.
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SHARED VOTING POWER
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|||
|
2,890,950
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||||
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7.
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SOLE DISPOSITIVE POWER
|
|||
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0
|
||||
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8.
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SHARED DISPOSITIVE POWER
|
|||
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2,890,950
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||||
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
2,890,950
|
||||
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
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11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.3%
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||||
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
|
IA, OO
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||||
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----------
(2) Needham Investment Management L.L.C. serves as investment adviser to various series of The Needham Funds, Inc. and general partner to certain private investment funds that hold 2,890,950 shares of common stock of the Issuer ("Common Stock"). Needham Investment Management L.L.C. may be deemed to beneficially own the Common Stock by virtue of its position as investment adviser to these series and general partner to these funds.
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CUSIP No
|
346375108
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
George A. Needham (3)
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||||
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) [_]
|
||||
|
(b) [x]
|
||||
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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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United States of America
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
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5.
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SOLE VOTING POWER
|
|||
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0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
2,890,950
|
||||
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7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
2,890,950
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
2,890,950
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.3%
|
||||
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12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
|
IN, HC
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----------
(3) George A. Needham is a control person of Needham Asset Management, LLC, which is the managing member of Needham Investment Management L.L.C., which serves as investment adviser to various series of The Needham Funds, Inc. and the general partner to certain private investment funds that hold 2,890,950 shares of common stock of the Issuer ("Common Stock"). George A. Needham may be deemed to beneficially own the Common Stock by virtue of his position as a control person of Needham Asset Management, LLC.
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||||
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CUSIP No
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346375108
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Item 1.
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(a).
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Name of Issuer:
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FormFactor, Inc.
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(b).
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Address of issuer's principal executive offices:
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7005 Southfront Road
Livermore, California 94551
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Item 2.
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(a).
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Name of person filing:
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(i) Needham Asset Management, LLC
(ii) Needham Investment Management L.L.C.
(iii) George A. Needham
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(b).
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Address or principal business office or, if none, residence:
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445 Park Avenue
New York, New York 10022
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(c).
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Citizenship:
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Needham Asset Management, LLC - Delaware
Needham Investment Management L.L.C. - Delaware
George A. Needham - United States of America
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(d).
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Title of class of securities:
|
||
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Common Stock, par value $0.001 per share (the "Common Stock")
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(e).
|
CUSIP No.:
|
||
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346375108
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Item 3.
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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
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|||
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Needham Asset Management, LLC - 2,890,950
Needham Investment Management L.L.C. - 2,890,950
George A. Needham - 2,890,950
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(b)
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Percent of class:
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Needham Asset Management, LLC - 5.3%
Needham Investment Management L.L.C. - 5.3%
George A. Needham - 5.3%
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(c)
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Number of shares as to which the person has:
|
| Needham Asset Management, LLC |
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
2,890,950
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
2,890,950
|
.
|
||
|
Needham Investment Management L.L.C.
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
2,890,950
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
2,890,950
|
.
|
||
|
George A. Needham
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
2,890,950
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
2,890,950
|
.
|
||
|
Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
|
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 [_].
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
All securities reported in this Schedule 13G are owned by advisory clients of Needham Investment Management L.L.C. None of the advisory clients individually own more than 5% of the outstanding Shares.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
Item 10.
|
Certification.
|
|
(a)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
|
|
(b)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to §240.13d-1(b)(1)(ii)(J):
|
|
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
|
|
(c)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
|
|
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.
|
|
Needham Asset Management, LLC*
|
|
|
February 14, 2014
|
|
|
(Date)
|
|
|
/s/ James W. Giangrasso
|
|
|
(Signature)
|
|
|
James W. Giangrasso / Chief Financial Officer
|
|
|
(Name/Title)
|
|
|
Needham Investment Management L.L.C.*
|
|
|
February 14, 2014
|
|
|
(Date)
|
|
|
/s/ James W. Giangrasso
|
|
|
(Signature)
|
|
|
James W. Giangrasso / Chief Financial Officer
|
|
|
(Name/Title)
|
|
|
February 14, 2014
|
|
|
(Date)
|
|
|
/s/ George A. Needham*
|
|
|
(Signature)
|
|
|
George A. Needham
|
|
|
(Name/Title)
|
|
Needham Asset Management, LLC
|
|
|
By: /s/ James W. Giangrasso
|
|
|
Name: James W. Giangrasso
|
|
|
Title: Chief Financial Officer
|
|
|
Needham Investment Management L.L.C.
|
|
|
By: /s/ James W. Giangrasso
|
|
|
Name: James W. Giangrasso
|
|
|
Title: Chief Financial Officer
|
|
|
By: /s/ George A. Needham
|
|
|
George A. Needham
|