LANTRONIX INC - Major Shareholding Notification 2013

SC 13G 1 v345738_sc13g.htm SCHEDULE 13G

CUSIP No. 516548203

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

LANTRONIX, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

516548203

(CUSIP Number)

May 15, 2013 (Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 516548203 Page 2 of 10

1.
I. R. S. Identification No. of Above Person (entities only)
Mercury Fund X, Ltd. I.R.S. Identification No. 27-4538464

2.
(b) ¨

3.	SEC Use Only
4.	Citizenship
or Place of Organization	Texas

Number of	5.	Sole Voting Power	758,388 (1)
Shares
Beneficially	6.	Shared Voting Power	-0-
Owned by
Each	7.	Sole Dispositive Power	758,388 (1)
Reporting
Person With	8.	Shared Dispositive Power	-0-

| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 758,388 (1) | | --- | --- | --- | | 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* | ¨ | | 11. | Percent of Class Represented by Amount in Row (9) | 5.20% (2) | | 12. | Type of Reporting Person* | PN |

(1) Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, Ltd. ("Mercury Ventures II"), which is the General Partner of Mercury Fund X, Ltd. ("Mercury X").

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

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CUSIP No. 516548203 Page 3 of 10

1.
I. R. S. Identification No. of Above Person (entities only)
Mercury Ventures II, Ltd. I.R.S. Identification No. 20-4736567

2.
(b) ¨

3.	SEC Use Only
4.	Citizenship
or Place of Organization	Texas

Number of	5.	Sole Voting Power	758,388 (1)
Shares
Beneficially	6.	Shared Voting Power	-0-
Owned by
Each	7.	Sole Dispositive Power	758,388 (1)
Reporting
Person With	8.	Shared Dispositive Power	-0-

(1) Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, L.L.C. (“Mercury Management”), the General Partner of Mercury Ventures II, which is the General Partner of Mercury Fund X, which owns 758,388 shares of common stock (“Common Stock”) of Lantronix, Inc. (“Lantronix”).

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

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CUSIP No. 516548203 Page 4 of 10

1.
I. R. S. Identification No. of Above Person (entities only)
Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232

2.
(b) ¨

3.	SEC Use Only
4.	Citizenship
or Place of Organization	Texas

Number of	5.	Sole Voting Power	758,388 (1)
Shares
Beneficially	6.	Shared Voting Power	-0-
Owned by
Each	7.	Sole Dispositive Power	758,388 (1)
Reporting
Person With	8.	Shared Dispositive Power	-0-

(1) Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury X, which owns 758,388 shares of Common Stock.

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

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CUSIP No. 516548203 Page 5 of 10

1.
I. R. S. Identification No. of Above Person (entities only)
Kevin C. Howe

2.
(b) ¨

3.	SEC Use Only
4.	Citizenship
or Place of Organization	United
States

Number of	5.	Sole Voting Power	758,388 (1)
Shares
Beneficially	6.	Shared Voting Power	-0-
Owned by
Each	7.	Sole Dispositive Power	758,388 (1)
Reporting
Person With	8.	Shared Dispositive Power	-0-

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 516548203 Page 6 of 10

Introduction

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury Fund X, Ltd. ("Mercury X"), Mercury Ventures II, Ltd. ("Mercury Ventures II"), Mercury Management, L.L.C. ("Mercury Management") and Kevin C. Howe ("Mr. Howe") are making this joint filing on Schedule 13G.

Item 1(a).	Name of Issuer:
	Lantronix, Inc., a Delaware corporation (“Lantronix”)
Item 1(b).	Address of Issuer's Principal Executive Offices:
	167 Technology Drive, Irvine, CA 92618
Item 2(a).	Name of Person Filing:
	Mercury Fund X, Ltd.
	Mercury Ventures II, Ltd.
	Mercury Management, L.L.C.
	Kevin C. Howe
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The principal business office of Mercury Fund X, Ltd., Mercury Ventures II, Mercury Management
and Mr. Howe is 501 Park Lake Drive, McKinney, Texas 75070.
Item 2(c).	Citizenship:
	Mercury X's place of organization is Texas
	Mercury Ventures II's place of organization is Texas
	Mercury Management's place of organization is Texas
	Mr. Howe is a citizen of the United States
Item 2(d).	Title of Class of Securities:
	Common stock, $0.0001 par value per share (the "Common Stock")
Item 2(e).	CUSIP Number:
	516548203

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CUSIP No. 516548203 Page 7 of 10

| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | | --- | --- | | | Not Applicable. | | Item 4. | Ownership: |

Mercury X

| (a) | Amount beneficially owned: | 758,388 (1) | | --- | --- | --- | | (b) | Percent of class: | 5.20% (2) | | (c) | Number of shares as to which the person has: | |

| (i) | Sole power to vote or direct the vote | 758,388 (1) | | --- | --- | --- | | (ii) | Shared power to vote or direct the vote | -0- | | (iii) | Sole power to dispose or to direct the disposition of | 758,388 (1) | | (iv) | Shared power to dispose or to direct the disposition of | -0- |

(1) Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury X.

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

Mercury Ventures II

| (a) | Amount beneficially owned: | 758,388 (1) | | --- | --- | --- | | (b) | Percent of class: | 5.20% (2) | | (c) | Number of shares as to which the person has: | |

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

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CUSIP No. 516548203 Page 8 of 10

Mercury Management

| (a) | Amount beneficially owned: | 758,388 (1) | | --- | --- | --- | | (b) | Percent of class: | 5.20% (2) | | (c) | Number of shares as to which the person has: | |

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

Mr. Howe

| (a) | Amount beneficially owned: | 758,388 (1) | | --- | --- | --- | | (b) | Percent of class: | 5.20% (2) | | (c) | Number of shares as to which the person has: | |

(2) Assumes a total of 14,579,764 shares of Common Stock outstanding based on the Lantronix Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed on May 2, 2013.

Item 5.
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. ¨
Not Applicable.

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CUSIP No. 516548203 Page 9 of 10

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:
	Not Applicable
Item 8.	Identification and Classification of Members of the Group:
	The following lists each member of the group filing this Schedule 13G pursuant to Rule
13d-1(c):
	Mercury Fund X, Ltd.
	Mercury Ventures II, Ltd.
	Mercury Management, L.L.C.
	Kevin C. Howe
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.

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CUSIP No. 516548203 Page 10 of 10

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.

May 15, 2013 MERCURY FUND X, LTD.

By:	MERCURY VENTURES II, LTD.
	General Partner
By:	MERCURY MANAGEMENT, L.L.C.
	General Partner

By:	/s/ Kevin C. Howe
Name:	Kevin C. Howe
Title:	Manager

May 15, 2013 MERCURY VENTURES II, LTD.

By:
General Partner

By:	/s/ Kevin C. Howe
Name:	Kevin C. Howe
Title:	Manager

May 15, 2013 MERCURY MANAGEMENT, L.L.C.

By:
Name: Kevin C. Howe
Title: Manager

May 15, 2013
Kevin C. Howe

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EXHIBIT A

JOINT FILING AGREEMENT

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SCHEDULE 13G

JOINT FILING AGREEMENT

This Agreement is dated as of May 15, 2013 by and among Mercury Fund X, Ltd., ("Mercury X"), Mercury Ventures II, Ltd. ("Mercury Ventures II"), Mercury Management, L.L.C. ("Mercury Management") and Kevin C. Howe ("Mr. Howe").

WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the "Act"), the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing.

NOW, THEREFORE, the undersigned do hereby agree as follows:

The Schedule 13G (the "Schedule 13G") with respect to Lantronix, Inc., a Delaware corporation, to which this Agreement is attached as Exhibit A is filed on behalf of Mercury X, Mercury Ventures II, Mercury Management and Mr. Howe. Mercury X, Mercury Ventures II and Mercury Management hereby authorize Mr. Howe to file the Schedule 13G on their behalf.
Each of Mercury X, Mercury Ventures II, Mercury Management and Mr. Howe is responsible for the completeness and accuracy of the information concerning such person or entity contained therein; provided that each person or entity is not responsible for the completeness or accuracy of the information concerning any other person or entity making such filing.

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IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.

MERCURY FUND X, LTD.

By:
General Partner

By:
General Partner

By:	/s/ Kevin C. Howe
Name:	Kevin C. Howe
Title:	Manager

MERCURY VENTURES II, LTD.

By:
General Partner

By:	/s/ Kevin C. Howe
Name:	Kevin C. Howe
Title:	Manager

MERCURY MANAGEMENT, L.L.C.

By:	/s/ Kevin C. Howe
Name:	Kevin C. Howe
Title:	Manager

/s/ Kevin C. Howe
Name: Kevin C. Howe

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LANTRONIX INC Major Shareholding Notification 2013

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