UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Ultra Clean Holdings, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

90385V107

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 



 

CUSIP No. 90385V107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Discovery Equity Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

None

 

6.

Shared Voting Power

None

 

7.

Sole Dispositive Power

None

 

8.

Shared Dispositive Power

None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

None

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)

0.0%

 

 

12.

Type of Reporting Person (See Instructions)

PN

 

2



 

CUSIP No. 90385V107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Discovery Group I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

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

None

 

6.

Shared Voting Power

None

 

7.

Sole Dispositive Power

None

 

8.

Shared Dispositive Power

None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

None

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)

0.0%

 

 

12.

Type of Reporting Person (See Instructions)

OO

 

3



 

CUSIP No. 90385V107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Daniel J. Donoghue

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

None

 

6.

Shared Voting Power

None

 

7.

Sole Dispositive Power

None

 

8.

Shared Dispositive Power

None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

None

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)

0.0%

 

 

12.

Type of Reporting Person (See Instructions)

IN

 

4



 

CUSIP No. 90385V107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Michael R. Murphy

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization

U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

None

 

6.

Shared Voting Power

None

 

7.

Sole Dispositive Power

None

 

8.

Shared Dispositive Power

None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

None

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)

0.0%

 

 

12.

Type of Reporting Person (See Instructions)

IN

 

5



 

Item 1.

 

(a)

Name of Issuer

Ultra Clean Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

150 Independence Drive, Menlo Park, California 94025-1136

 

Item 2.

 

(a)

Name of Person Filing

Discovery Equity Partners, L.P.  (“Discovery Partners”)
Discovery Group I, LLC, the general partner of Discovery Partners (“Discovery Group”)
Daniel J. Donoghue, a Managing Member of Discovery Group
Michael R. Murphy, a Managing Member of Discovery Group

 

(b)

Address of Principal Business Office or, if none, Residence

Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at:

191 North Wacker Drive, Suite 1685, Chicago, Illinois  60606

 

(c)

Citizenship

Discovery Partners is an Illinois limited partnership
Discovery Group is a Delaware limited liability company
Mr. Donoghue and Mr. Murphy are U.S. citizens

 

(d)

Title of Class of Securities

Common Stock, $.001 par value

 

(e)

CUSIP Number


90385V107

 

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 (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(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 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

6



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Discovery Partners — None
Discovery Group — None
Mr. Donoghue — None
Mr. Murphy — None

 

(b)

Percent of class:   

Discovery Partners — 0.0 %
Discovery Group — 0.0 %
Mr. Donoghue — 0.0 %
Mr. Murphy — 0.0 %

The foregoing percentages are based on 20,891,079 shares of Common Stock of the Issuer identified in Item 1 outstanding as of October 31, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

Discovery Partners — None
Discovery Group — None
Mr. Donoghue — None
Mr. Murphy — None

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Discovery Partners — None
Discovery Group — None
Mr. Donoghue — None
Mr. Murphy — None

 

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   x.

 

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 or Control Person

Not Applicable.

 

7



 

 

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.

 

8



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.

 

February 12, 2007

 

 

Date

 

 

 

 

 

DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

 

 

 

 

 

Michael R. Murphy*

 

 

Signature

 

 

 

 

 

Michael R. Murphy, Managing Member

 

 

Name/Title

 

 

 

 

 

Daniel J. Donoghue*

 

 

Signature

 

 

 

 

 

Daniel J. Donoghue

 

 

Name/Title

 

 

 

 

 

Michael R. Murphy*

 

 

Signature

 

 

 

 

 

Michael R. Murphy

 

 

Name/Title

 

 

 

 

 

 

 

 

*By: /s/ Robert M. McLennan

 

 

Robert M. McLennan
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy

 



Exhibit Index

Exhibit 1

 

Joint Filing Agreement dated as of February 12, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

Exhibit 2

 

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

 

 

 

Exhibit 3

 

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006