|
x
|
Rule
13d-1(b)
|
|
¨
|
Rule
13d-1(c)
|
|
¨
|
Rule
13d-1(d)
|
|
|
1.
|
Names
of Reporting Persons.
HomeField
Capital L.P.
|
||
|
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: 2,029,868
|
||
|
6.
|
Shared
Voting Power: -0-
|
|||
|
7.
|
Sole
Dispositive Power: 2,029,868
|
|||
|
8.
|
Shared
Dispositive Power: -0-
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,029,868
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
………………………………………………………………………...............................................
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (11) 9.55%
|
|||
|
12.
|
Type
of Reporting Person (See
Instructions) IA
|
|||
|
|
1.
|
Names
of Reporting Persons.
HomeField
Capital Associates 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: -2,029,868-
|
||
|
6.
|
Shared
Voting Power: -0-
|
|||
|
7.
|
Sole
Dispositive Power: -2,029,868-
|
|||
|
8.
|
Shared
Dispositive Power: -0-
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person 2,029,868
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
………………………………………………………………………...............................................
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (11) 9.55%
|
|||
|
12.
|
Type
of Reporting Person (See
Instructions) OO
|
|||
|
|
1.
|
Names
of Reporting Persons.
William
J. Feil
|
||
|
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: 2,029,8681
|
||
|
6.
|
Shared
Voting Power: -0-
|
|||
|
7.
|
Sole
Dispositive Power: 2,029,868
|
|||
|
8.
|
Shared
Dispositive Power: -0-
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,029,868
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
………………………………………………………………………..............................................
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (11) 9.55%
|
|||
|
12.
|
Type
of Reporting Person (See
Instructions) IN
|
|||
|
|
1.
|
Names
of Reporting Persons.
Richard
Crosby
|
||
|
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: 2,029,8682
|
||
|
6.
|
Shared
Voting Power: -0-
|
|||
|
7.
|
Sole
Dispositive Power: 2,029,868
|
|||
|
8.
|
Shared
Dispositive Power: -0-
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person 2,029,868
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
………………………………………………………………………...............................................
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (11) 9.55%
|
|||
|
12.
|
Type
of Reporting Person (See
Instructions) IN
|
|||
|
|
1.
|
Names
of Reporting Persons.
William
J. Vernon
|
||
|
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: 2,029,8683
|
||
|
6.
|
Shared
Voting Power: -0-
|
|||
|
7.
|
Sole
Dispositive Power: 2,029,868
|
|||
|
8.
|
Shared
Dispositive Power: -0-
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,029,868
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
………………………………………………………………………...............................................
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (11) 9.55%
|
|||
|
12.
|
Type
of Reporting Person (See
Instructions) IN
|
|||
|
Item
1.
|
||
|
(a)
|
Name
of Issuer: Ultra Clean Holdings, Inc.
|
|
|
(b)
|
Address
of Issuer's Principal Executive Offices: 150 Independence
Drive
Menlo
Park, CA 94025-1136
|
|
|
Item
2.
|
||
|
(a)
|
Name
of Person Filing:
This
statement is filed on behalf of HomeField Capital L.P. (“HFLP”), a
Delaware limited partnership, HomeField Capital Associates LLC (“HFLLC”),
a Delaware limited liability company, and William J. Feil (“Feil”),
Richard Crosby (“Crosby”), and William J. Vernon (“Vernon”), all United
States citizens. HFLP is a registered investment
adviser. HFLLC is the general partner and a controlling person
of HFLP. Each of Feil, Crosby and Vernon is a Member of
HFLLC. This statement relates to shares held for the accounts
of private investment funds and managed accounts for which HFLP acts as
investment adviser. An agreement among HFLP, HFLLC, Feil,
Crosby and Vernon in writing to file this statement on behalf of each of
them is attached as Exhibit A hereto.
|
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence: 375
Park Avenue, Suite 1905, New York, NY 10152.
|
|
|
(c)
|
Citizenship:
HFLP is a Delaware limited partnership. HFLLC is a Delaware limited
liability company and Feil, Crosby and Vernon are all United States
citizens.
|
|
|
(d)
|
Title
of Class of Securities: Common Stock; Par value
$.001
|
|
|
(e)
|
CUSIP
Number: 90385V107
|
|
|
Item
3.
|
HFLP
is a registered investments adviser. HFLLC is a control person of
HFLP.
|
|
|
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: 2,029,868
|
|
|
(b)
|
Percent
of class: 9.55%
|
|
|
(c)
|
Number
of shares as to which the person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the
vote: 2,029,868
|
||
|
(ii)
|
Shared
power to vote or to direct the vote: -0-.
|
||
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
2,029,868
|
||
|
(iv)
|
Shared
power to dispose or to direct the disposition
of: -0-.
|
||
|
Instruction. For
computations regarding securities which represent a right to acquire an
underlying security see
§240.13d3(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
[ ].
Instruction:
Dissolution of a group requires a response to this
item.
|
|||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
||
|
The
limited partners of (or investors in) each of the private investment funds
and the owners of the managed accounts for which HFLP acts as investment
adviser have the right to participate in the receipt of dividends from,
and proceeds from the sale of, the shares held for the accounts of such
funds and managed accounts in accordance with their respective interest
(or investment percentages) in such funds or managed
accounts.
|
|||
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
|
||
|
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 §240.13d-1(c) or §240.13d-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.
|
|
|
By
its General Partner:
|
||
|
HomeField
Capital Associates LLC
|
||
|
By
its Members:
|
||
|
/s/ William J. Feil
|
||
|
William
J. Feil
|
||
|
Member
|
||
|
/s/ Richard Crosby
|
||
|
Richard
Crosby
|
||
|
Member
|
||
|
/s/ William J. Vernon
|
||
|
William
J. Vernon
|
||
|
Member
|
||
|
HomeField Capital L.L.C.
|
|
|
By
its Members:
|
|
|
/s/ William J. Feil
|
|
|
William
J. Feil
|
|
|
Member
|
|
|
/s/ Richard Crosby
|
|
|
Richard
Crosby
|
|
|
Member
|
|
|
/s/ William J. Vernon
|
|
|
William
J. Vernon
|
|
|
Member
|
|
|
/s/ William J. Feil
|
|
William
J. Feil
|
|
/s/ Richard Crosby
|
|
Richard
Crosby
|
|
/s/ William J. Vernon
|
|
William
J. Vernon
|
|
Attention:
|
Intentional
misstatements or omissions of fact constitute Federal criminal
violations
(See
18 U.S.C. 1001)
|
|
Exhibit
A —
|
Agreement
among HFLP, HFLLC, Feil, Crosby and Vernon to file this statement jointly
on behalf of each of
them.
|
|
Dated:
|
February
13, 2009
|
|
New
York, New York
|
|
HomeField Capital L.P.
|
||
|
By
its General Partner:
|
||
|
HomeField
Capital Associates LLC
|
||
|
By
its Members:
|
||
|
/s/ William J. Feil
|
||
|
William
J. Feil
|
||
|
Member
|
||
|
/s/ Richard Crosby
|
||
|
Richard
Crosby
|
||
|
Member
|
||
|
/s/ William J. Vernon
|
||
|
William
J. Vernon
|
||
|
Member
|
||
|
HomeField Capital L.L.C.
|
|
|
By
its Members:
|
|
|
/s/ William J. Feil
|
|
|
William
J. Feil
|
|
|
Member
|
|
|
/s/ Richard Crosby
|
|
|
Richard
Crosby
|
|
|
Member
|
|
|
/s/ William J. Vernon
|
|
|
William
J. Vernon
|
|
|
Member
|
|
|
William J. Feil
|
|
/s/ William J. Feil
|
|
William
J. Feil
|
|
Richard Crosby
|
|
/s/ Richard Crosby
|
|
Richard
Crosby
|
|
William J. Vernon
|
|
/s/ William J. Vernon
|
|
William
J. Vernon
|