Edgar Filing: NEEDHAM CAPITAL PARTNERS II BERMUDA L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEEDHAM CAPITAL MANAGMENT LLC

2. Issuer Name and Ticker or Trading Symbol
SOUTHWALL TECHNOLOGIES INC /DE/ [SWTX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

445 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2011

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	11/23/2011		C		321,754	A	⁽¹⁾	782,657	D ⁽²⁾
Common Stock, par value $0.001 per share	11/23/2011		C		0	A	⁽¹⁾	782,657	I	See Footnote ⁽²⁾
Common Stock, par value $0.001 per share	11/23/2011		C		563,276	A	⁽¹⁾	1,370,152	D ⁽³⁾
Common Stock, par value $0.001 per share	11/23/2011		C		0	A	⁽¹⁾	1,370,152	I	See Footnote ⁽³⁾
Common Stock, par value $0.001 per share	11/23/2011		C		58,173	A	⁽¹⁾	141,504	D ⁽⁴⁾
Common Stock, par value $0.001 per share	11/23/2011		C		0	A	⁽¹⁾	141,504	I	See Footnote ⁽⁴⁾
Common Stock, par value $0.001 per share	11/23/2011		C		45,102	A	⁽¹⁾	109,709	D ⁽⁵⁾
Common Stock, par value $0.001 per share	11/23/2011		C		0	A	⁽¹⁾	109,709	I	See Footnote ⁽⁵⁾
Common Stock, par value $0.001 per share	11/23/2011		C		112,263	A	⁽¹⁾	273,076	D ⁽⁶⁾
Common Stock, par value $0.001 per share	11/23/2011		C		0	A	⁽¹⁾	273,076	I	See Footnote ⁽⁶⁾
Common Stock, par value $0.001 per share	11/23/2011		U		782,657	D	$ 13.6	0	D ⁽²⁾
Common Stock, par value $0.001 per share	11/23/2011		U		0	D	$ 0	0	I	See Footnote ⁽²⁾
Common Stock, par value $0.001 per share	11/23/2011		U		1,370,152	D	$ 13.6	0	D ⁽³⁾
Common Stock, par value $0.001 per share	11/23/2011		U		0	D	$ 0	0	I	See Footnote ⁽³⁾
Common Stock, par value $0.001 per share	11/23/2011		U		141,504	D	$ 13.6	0	D ⁽⁴⁾
Common Stock, par value $0.001 per share	11/23/2011		U		0	D	$ 0	0	I	See Footnote ⁽⁴⁾
Common Stock, par value $0.001 per share	11/23/2011		U		109,709	D	$ 13.6	0	D ⁽⁵⁾
Common Stock, par value $0.001 per share	11/23/2011		U		0	D	$ 0	0	I	See Footnote ⁽⁵⁾
Common Stock, par value $0.001 per share	11/23/2011		U		273,076	D	$ 13.6	0	D ⁽⁶⁾
Common Stock, par value $0.001 per share	11/23/2011		U		0	D	$ 0	0	I	See Footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

953,557

⁽⁷⁾

⁽⁸⁾

Common Stock

321,754

⁽¹⁾

D ⁽²⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

⁽⁷⁾

⁽⁸⁾

Common Stock

⁽¹⁾

See Footnote ⁽²⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

1,669,338

⁽⁷⁾

⁽⁸⁾

Common Stock

563,276

⁽¹⁾

D ⁽³⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

⁽⁷⁾

⁽⁸⁾

Common Stock

⁽¹⁾

See Footnote ⁽³⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

172,402

⁽⁷⁾

⁽⁸⁾

Common Stock

58,173

⁽¹⁾

D ⁽⁴⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

⁽⁷⁾

⁽⁸⁾

Common Stock

⁽¹⁾

See Footnote ⁽⁴⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

133,665

⁽⁷⁾

⁽⁸⁾

Common Stock

45,102

⁽¹⁾

D ⁽⁵⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

⁽⁷⁾

⁽⁸⁾

Common Stock

⁽¹⁾

See Footnote ⁽⁵⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

332,704

⁽⁷⁾

⁽⁸⁾

Common Stock

112,263

⁽¹⁾

D ⁽⁶⁾

Series A 10% Cumulative Preferred Stock

⁽¹⁾

11/23/2011

⁽⁷⁾

⁽⁸⁾

Common Stock

⁽¹⁾

See Footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEEDHAM CAPITAL MANAGMENT LLC 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL PARTNERS II L P 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL PARTNERS III LP 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL PARTNERS IIIA LP 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL PARTNERS II BERMUDA L P 445 PARK AVENUE NEW YORK, NY 10022		X
NEEDHAM CAPITAL PARTNERS III BERMUDA LP 445 PARK AVENUE NEW YORK, NY 10022		X

Signatures

Needham Capital Management, L.L.C., By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Partners II, L.P., By: Needham Capital Management, L.L.C., its general partner, By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Partners III, L.P., By: Needham Capital Management L.L.C., its general partner, By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Partners IIIA, L.P., By: Needham Capital Management, L.L.C., its general partner, By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Management (Bermuda) L.L.C., By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Partners II (Bermuda) L.P., By: Needham Capital Management (Bermuda) L.L.C., its general partner, By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date
Needham Capital Partners III (Bermuda), L.P., By: Needham Capital Management (Bermuda) L.L.C., its general partner, By: /s/ George Needham, Managing Member		11/25/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The conversion is for an effective rate of 0.337426 shares of Southwall Technologies Inc.'s Common Stock, par value $.001 per share.
(2)	The reported securities are directly owned by Needham Capital Partners II, L.P., and may be deemed to be beneficially owned by Needham Capital Management, LLC ("NCM") by virtue of it serving as investment manager of Needham Capital Partners II, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(3)	The reported securities are directly owned by Needham Capital Partners III, L.P., and may be deemed to be beneficially owned by NCM by virtue of it serving as investment manager of Needham Capital Partners III, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(4)	The reported securities are directly owned by Needham Capital Partners IIIA, L.P., and may be deemed to be beneficially owned by NCM by virtue of it serving as investment manager of Needham Capital Partners IIIA, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(5)	The reported securities are directly owned by Needham Capital Partners II (Bermuda), L.P., and may be deemed to be beneficially owned by Needham Capital Management (Bermuda), LLC ("NCMB") by virtue of it serving as investment manager of Needham Capital Partners II (Bermuda), L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCMB. NCMB and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(6)	The reported securities are directly owned by Needham Capital Partners III (Bermuda), L.P., and may be deemed to be beneficially owned by NCMB by virtue of it serving as investment manager of Needham Capital Partners III (Bermuda), L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCMB. NCMB and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(7)	The Series A 10% Cumulative Preferred Stock is presently exercisable.
(8)	The Series A 10% Cumulative Preferred Stock does not have an expiration date for conversion.

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