Peraso Inc. — Major Shareholding Notification 2006

Feb 14, 2006

SC 13G/A 1 a06-4972_1sc13ga.htm AMENDMENT

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

*Under the Securities Exchange Act of 1934 (Amendment No.2)**

*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, 2005*

(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 1,135,930 |
| | 6. | Shared Voting Power 17,900 |
| | 7. | Sole Dispositive Power 1,135,930 |
| | 8. | Shared Dispositive Power 17,900 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,153,830 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 3.71% | |
| 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 755 North Mathilda Avenue, Suite 100, Sunnyvale, California 94085.
Item 2.
	(a)	Name of Person Filing Wing-Yu Leung.
	(b)	Address of Principal
Business Office or, if none, Residence 755 North Mathilda Avenue, Suite 100, 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
	According to the Company’s
Quarterly Report on Form 10-Q filed on November 8, 2005, there are 30,627,998 shares of Common Stock issued
and outstanding as of November 3,
2005.
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: 1,153,830
	(b)	Percent of class: 3.71%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 1,135,930
		(ii)	Shared power to vote or to
direct the vote 17,900
		(iii)	Sole power to dispose or
to direct the disposition of 1,135,930
		(iv)	Shared power to dispose or
to direct the disposition of 17,900
			Wing-Yu Leung has sole
voting and dispositive authority over 815,680 shares which he personally owns
(in addition, he may purchase up to 320,250 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
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 ý .
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, 2006
Date
/s/ Wing-Yu Leung
Signature
Wing-Yu Leung
Name/Title

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