1
|
names
of reporting persons
Ross
Gatlin
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
TX
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
IN
|
1
|
names
of reporting persons
Prophet
Equity Management LLC
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
OO
|
1
|
names
of reporting persons
Prophet
Equity Partners Holdings LLC
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
OO
|
1
|
names
of reporting persons
Prophet
Equity Partners LP
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
PN
|
1
|
names
of reporting persons
Prophet
Equity Holdings LLC
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
OO
|
1
|
names
of reporting persons
Prophet
Equity GP LP
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
PN
|
1
|
names
of reporting persons
Prophet
Equity LP
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
PN
|
1
|
names
of reporting persons
Technology
Resources Holdings, Inc.
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
DE
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
CO
|
1
|
names
of reporting persons
Technology
Resources Merger Sub, Inc.
|
||
2
|
check
the appropriate box if a member of a group
(A) o
(B) x
|
||
3
|
sec
use only
|
||
4
|
source
of funds
AF,OO
|
||
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or
2(e)
o
|
||
6
|
citizenship
or place of organization
CA
|
||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
8
|
shared
voting power
12,134,054
(see Introduction and Item 5)
|
||
9
|
sole
dispositive power
0
|
||
10
|
shared
dispositive power
0
|
||
11
|
aggregate
amount beneficially owned by each reporting person
12,134,054 (see
Introduction and Item 5)
|
||
12
|
check
box if the aggregate amount in row (11) excludes certain
shares
o
|
||
13
|
percent
of class represented by amount in row (11)
12.7%*
|
||
14
|
type
of reporting person
CO
|
(c)
|
Not
applicable.
|
|
(d)
|
Not
applicable.
|
|
(e)
|
Not
applicable.
|
99.1
|
Joint
Filing Agreement By and Among Reporting Persons
|
99.2
|
Agreement
and Plan of Merger, dated as of November 13, 2009, by and among Silicon
Storage Technology, Inc., Technology Resources Holdings, Inc., and
Technology Resources Merger Sub, Inc. (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company on November 13, 2009)
|
99.3
|
Voting
Agreement, dated November 13, 2009, by and between Bing Yeh, Technology
Resources Holdings, Inc., and Technology Resources Merger Sub,
Inc.
|
99.4
|
Voting
Agreement, dated November 13, 2009, by and between, Technology Resources
Holdings, Inc., and Technology Resources Merger Sub,
Inc.
|
99.5
|
Limited
Guarantee dated as of November 13, 2009 by and between Silicon Storage
Technology, Inc. and Prophet Equity LP. (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the
Company on November 13, 2009)
|
99.6
|
Contribution
Agreement dated as of November 13, 2009, by and between Technology
Resources Holdings, Inc., Bing Yeh, and Yaw-Wen
Hu.
|
technology
resources holdings, inc.
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, President
|
|
technology
resources merger sub, inc.
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, President
|
|
Prophet
Equity LP
|
|
By:
Prophet Equity GP LP,
|
|
its
general partner
|
|
By:
Prophet Equity Holdings LLC,
|
|
its
general partner
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
|
Prophet
Equity GP LP
|
|
By:
Prophet Equity Holdings LLC,
|
|
its
general partner
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
|
Prophet
Equity Holdings LLC
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
Prophet
Equity Partners LP
|
|
By:
Prophet Equity Partners Holdings LLC,
|
|
its
general partner
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
|
Prophet
Equity Partners Holdings LLC
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
|
Prophet
Equity Management LLC
|
|
By:
/s/ Ross
Gatlin
|
|
Ross
Gatlin, Managing Partner
|
|
/s/
Ross
Gatlin
|
|
Ross
Gatlin, Individually
|