Submission Documents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D/A
(Rule 13d-101)
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
LATTICE SEMICONDUCTOR CORPORATION
(Name of Issuer)
 
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
518415104
(CUSIP Number)
 
 
Zheng Bo
Tsinghua Unigroup International Co., Ltd.
F6 Unis Plaza
Tsinghua Science Park
Haidian District, Beijing, PRC 100084
Telephone:  (86-10) 8215.9239
 
with a copy to:
J. Warren Gorrell, Jr.
Joseph E. Gilligan
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
May 5, 2016
(Date of Event which Requires Filing of this Statement)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*
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).
 
 
 
 CUSIP NO.
518415104
  SCHEDULE 13D/A    
 
 
 1   NAMES OF REPORTING PERSONS  
       
      Tsinghua Unigroup International Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (See Instructions)  
     
   
WC
  
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 British Virgin Islands
  
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 7   SOLE VOTING POWER  
     
   
-0-
  
     
8   SHARED VOTING POWER  
     
   
10,295,154
  
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
  
     
 10   SHARED DISPOSITIVE POWER  
     
   
10,295,154
  
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
10,295,154
  
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
     
       
 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
    8.65%  
     
 14   TYPE OF REPORTING PERSON (See Instructions)  
     
   
CO
  
     
 
 
 
 
 
CUSIP NO.
518415104
 SCHEDULE 13D/A    
 
 1   NAMES OF REPORTING PERSONS  
       
     Tsinghua Unigroup Capital Management Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (See Instructions)  
     
   
WC
  
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 People's Republic of China
  
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 7   SOLE VOTING POWER  
     
   
-0-
  
     
8   SHARED VOTING POWER  
     
   
10,295,154
  
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
  
     
 10   SHARED DISPOSITIVE POWER  
     
   
10,295,154
  
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
10,295,154
  
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
     
       
 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
    8.65%  
     
 14   TYPE OF REPORTING PERSON (See Instructions)  
     
   
CO
  
     
 
 
 
 
 
 
CUSIP NO.
518415104
 SCHEDULE 13D/A    
 
 1   NAMES OF REPORTING PERSONS  
       
     Tsinghua Unigroup Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (See Instructions)  
     
   
WC
  
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 People's Republic of China
  
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 7   SOLE VOTING POWER  
     
   
-0-
  
     
8   SHARED VOTING POWER  
     
   
10,295,154
  
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
  
     
 10   SHARED DISPOSITIVE POWER  
     
   
10,295,154
  
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
10,295,154
  
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
     
       
 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
    8.65%  
     
 14   TYPE OF REPORTING PERSON (See Instructions)  
     
   
CO
  
     
 
 
 
 
Explanatory Note
This Amendment No. 2 (the "Amendment") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 13, 2016, as amended by Amendment No. 1 to Schedule 13D filed on April 29, 2016 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 10,295,154, consisting entirely of shares of Common Stock for which an aggregate consideration of approximately $58,600,631, has been paid. The source of the funds used to purchase the shares described above is working capital of the Reporting Persons.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), (b) and (c) are hereby amended and supplemented as follows:
(a) The aggregate number of shares of Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. The aggregate percentage of shares of Common Stock owned by the Reporting Persons is based upon 118,994,539 shares of Common Stock outstanding as of February 26, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2016.

As of the date of this Amendment, Tsinghua International beneficially owns 10,295,154 shares of Common Stock, which represents approximately 8.65% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Tsinghua Capital, as the direct parent company of Tsinghua International, also may be deemed to beneficially own the 10,295,154 shares of Common Stock.
Tsinghua Unigroup, as an indirect, but controlling parent of Tsinghua International, also may be deemed to beneficially own the 10,295,154 shares of Common Stock.
Zhao Weiguo is the Chairman of the Board of Directors of Tsinghua Unigroup and a director of each of Tsinghua Capital and Tsinghua International.  Mr. Zhao expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by Tsinghua Unigroup, Tsinghua Capital and Tsinghua International.

(b) Each of Tsinghua Unigroup, Tsinghua Capital and Tsinghua International may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of an aggregate of 10,295,154 shares of Common Stock.
(c) Since the filing of Amendment No. 1 to the Schedule 13D, the Reporting Persons have purchased additional shares of Common Stock as set forth in Annex A and incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number
  
Description
 
Joint Filing Agreement, dated May 9, 2016, by and among the Reporting Persons
 
 
 
 

 
SIGNATURES
 
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete and correct.
 
 
Dated:  May 9, 2016
 
 
 
Tsinghua Unigroup International Co., Ltd.
 
 
 
 
 
 
 
 
By:
/s/ ZHAO Weiguo
 
 
 
Name:
 ZHAO Weiguo
 
 
 
Title:
 Director
 
 
 
 
 
 
 
 
 
 
 
 
    
Tsinghua Unigroup Capital Management Co., Ltd.
    
         
  By:
/s/ ZHAO Weiguo
    
  Name: ZHAO Weiguo    
 
Title:
Chairman
 
 
 
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Co., Ltd.    
         
  By:
/s/ ZHAO Weiguo
    
  Name: ZHAO Weiguo    
  Title: Chairman    
 
 
 
 
 
 
 
ANNEX A

Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D

 
Date of Transaction
Nature of the Transaction
Amount of Securities Purchased/(Sold)
Price Per Share
($)
April 29, 2016
Open Market Purchase
517,758
5.53
May 2, 2016
Open Market Purchase
55,362
5.56
May 3, 2016
Open Market Purchase
197,063
5.54
May 4, 2016  Open Market Purchase  148,752  5.51
May 5, 2016   Open Market Purchase  465,185  5.49
May 6, 2016   Open Market Purchase  350,497  5.31
 
 
 
Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them.
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided that none of them is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
(iii) This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
 

Date: May 9, 2016
 
 
 
 
Tsinghua Unigroup International Co., Ltd.
 
 
 
 
 
 
 
 
By:
/s/ ZHAO Weiguo
 
 
 
Name:
 ZHAO Weiguo
 
 
 
Title:
 Director
 
 
 
 
 
 
 
 
 
 
 
 
    
Tsinghua Unigroup Capital Management Co., Ltd.
    
         
  By:
/s/ ZHAO Weiguo
    
  Name: ZHAO Weiguo    
 
Title:
Chairman
 
 
 
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Co., Ltd.    
         
  By:
/s/ ZHAO Weiguo
    
  Name: ZHAO Weiguo    
  Title: Chairman