Peraso Inc. — Major Shareholding Notification 2005

Feb 14, 2005

SC 13G/A 1 a05-3052_2sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. 1)**

*Monolithic System Technology, Inc.*

(Name of Issuer)

*Common Stock, $0.01 par value*

(Title of Class of Securities)

*609842 10 9*

(CUSIP Number)

*December 31, 2004*

(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) |
| --- | --- |
| o | Rule
13d-1(c) |
| ý | 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).

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| CUSIP No. 609842 10 9 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) Wing-Yu Leung | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | ý |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 2,102,587 |
| | 6. | Shared Voting Power 17,900 |
| | 7. | Sole Dispositive Power 2,102,587 |
| | 8. | Shared
Dispositive Power 17,900 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,487 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ý | |
| 11. | Percent of Class Represented by Amount in Row (9) 7.00% | |
| 12. | Type of Reporting Person (See Instructions) IN | |

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| Item 1. | (a) | Name
of Issuer Monolithic System Technology, Inc. (the “Company”). | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 1020 Stewart Drive, Sunnyvale, California 94085. | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Wing-Yu Leung. | |
| | (b) | Address
of Principal Business Office or, if none, Residence 1020 Stewart Drive, Sunnyvale, California 94085. | |
| | (c) | Citizenship United States of America. | |
| | (d) | Title
of Class of Securities Common Stock. | |
| | (e) | CUSIP
Number 609842 10 9. | |
| 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: | | |
| | (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). |
| | This
statement is being filed pursuant to Rule 13d-1(d). | | |

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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.
	According
to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2004,
there are 30,295,822 shares of Common Stock issued and outstanding as of
November 1, 2004.
	(a)	Amount
beneficially owned: 2,120,487
	(b)	Percent
of class: 7.00%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 2,102,587
		(ii)	Shared
power to vote or to direct the vote 17,900
		(iii)	Sole
power to dispose or to direct the disposition of 2,102,587
		(iv)	Shared
power to dispose or to direct the disposition of 17,900
		Wing-Yu Leung has sole voting and dispositive
authority over 1,850,680 shares which he personally owns (in addition, he may
purchase up to 275,607 shares pursuant to options exercisable within 60
days). Mr. Leung's wife, Louise Shun-Yan Leung, owns directly 17,900 shares
as to which he disclaims beneficial ownership.
		On October 26, 2004, A.G. Edwards Trust Company
replaced Wing-Yu Leung and Louise Shun-Yan Leung as co-trustees over 300,000
shares held in trust for the benefit of their minor son Michael Pak Shing
Leung (the “Michael Trust”) and co-trustees over 300,000 shares held in trust
for the benefit of their minor son Matthew Pak-Ling Leung (the “Matthew
Trust”). Wing-Yu Leung and Louise
Shun-Yan Leung have no voting or dispositive power with respect to the shares
held by these trusts and have no economic interest in any of such
shares. They disclaim beneficial
ownership of the 300,000 shares held by the Michael Trust and the 300,000
shares held by the Matthew.
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 o .
	Not
applicable.
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.
Item 8.	Identification
and Classification of Members of the Group
	Not
applicable.
Item 9.	Notice of
Dissolution of Group
	Not
applicable.
Item 10.	Certification
	Not
applicable.

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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 14, 2005
Date
/s/ Wing-Yu Leung
Signature
Wing-Yu Leung
Name/Title

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