Item 1.
(a) | | Name of Issuer |
| | Cascade Microtech, Inc. |
(b) | | Address of Issuer’s Principal Executive Offices |
| | 9100 S.W. Gemini Drive, Beaverton, Oregon 97008 |
Item 2.
(a) | | Name of Person Filing |
| | (1) CM Beteiligungs GmbH (“CMB”) (2) Dr. Hans-Joerg Rotberg (“Rotberg”) (3) Brockhaus Private Equity II Verwaltungs GmbH (“BPEV II”) (4) Marco Brockhaus (“Brockhaus”) |
(b) | | Address of Principal Business Office or, if none, Residence |
| | (1) CMB Noerdliche Muenchner Str. 23, Gruenwald, Germany 82031 (2) Rotberg c/o Brockhaus Private Equity II Verwaltungs GmbH Myliusstrasse 30, Frankfurt, Germany 60323 (3) BPEV II Myliusstrasse 30, Frankfurt, Germany 60323 (4) Brockhaus c/o Brockhaus Private Equity II Verwaltungs GmbH Myliusstrasse 30, Frankfurt, Germany 60323 |
(c) | | Citizenship |
| | (1) CMB (2) Rotberg (3) BPEV II (4) Brockhaus | Germany Germany Germany Germany |
(d) | | Title of Class of Securities |
| | Common Stock, par value $0.01 per share |
(e) | | CUSIP Number |
| | 147322101 |
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) | | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) | | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | | [ ] | 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) | | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
(k) | | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| | | If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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) CMB | 1,608,387 (*) |
| (2) Rotberg | 1,608,387 (*) |
| (3) BPEV II | 1,608,387 (*) |
| (4) Brockhaus | 1,608,387 (*) |
(b) Percent of class:
| (1) CMB | 9.99% (*) |
| (2) Rotberg | 9.99% (*) |
| (3) BPEV II | 9.99% (*) |
| (4) Brockhaus | 9.99% (*) |
(*) See statement re: beneficial ownership contained below in this Item 4.
(c) Number of shares as to which the person has:
(1) CMB
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 1,608,387
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 1,608,387
(2) Rotberg
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 1,608,387
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 1,608,387
(3) BPEV II
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 1,608,387
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 1,608,387
(4) Brockhaus
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 1,608,387
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 1,608,387
CMB is the sole record holder of the shares reported in this Schedule 13G. Rotberg is the sole managing director and legal representative of CMB, and as a result of such capacity may be deemed to be a beneficial owner of such shares. However, Rotberg must obtain the approval of the holders of a majority of the shares of CMB in order to vote any of such shares or to sell all or substantially all of the assets of CMB (including the shares reported in this Schedule 13G), although Rotberg does have the power to dispose of (but not to vote) lesser quantities of such shares without such shareholder approval. BPEV II holds 75% of the shares of CMB, and therefore has the power to direct Rotberg as to all voting matters and with respect to any sale of all or substantially all of the assets of CMB (including the shares reported in this Schedule 13G). The other shareholders of BPEV II do not have sufficient votes or other rights to direct any CMB voting or investment decisions. BPEV II is 100% owned and controlled by Marco Brockhaus (including as to any directions by BPEV II to Rotberg as to voting and investment decisions by CMB), and therefore Brockhaus also may be deemed to be a beneficial owner of the shares reported in this Schedule 13D. Each of Rotberg, BPEV II and Brockhaus disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of their pecuniary interest, if any, therein.
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 [ ].
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
See response to Item 4 of this Schedule 13G, which is incorporated into this Item 6 by this reference.
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.
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, other than activities solely in connection with a nomination under Section 240.14a-11.
Exhibits Exhibit
99.1 | Joint Filing Agreement by and among CM Beteiligungs GmbH, Dr. Hans-Joerg Rotberg, Brockhaus Private Equity II Verwaltungs GmbH and Marco Brockhaus. |
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.
Date: October 10, 2013
CM BETEILIGUNGS GMBH
By: /s/ Dr. Hans-Joerg Rotberg
Name: Dr. Hans-Joerg Rotberg
Its: Managing Director (Geschäftsführer)
/s/ Dr. Hans-Joerg Rotberg
DR. HANS-JOERG ROTBERG
BROCKHAUS PRIVATE EQUITY II
VERWALTUNGS GMBH
By: /s/ Marco Brockhaus
Name: Marco Brockhaus
Its: Managing Director (Geschäftsführer)