- Amended Statement of Ownership (SC 13G/A)
December 12 2008 - 3:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Transmeta
Corporation
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
89376R208
(CUSIP
Number)
December
3, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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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1
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NAMES OF REPORTING PERSONS:
National Bank of Canada
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a)
o
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(b)
x
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Canada
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5
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SOLE VOTING POWER:
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NUMBER OF
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584,463
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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584,463
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
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584,463
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9):
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4.8%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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OO
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Item
1(a).
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Name
of Issuer:
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Transmeta
Corporation
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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2540
Mission College Blvd.
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Santa
Clara, California 95054
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Item
2(a).
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Name
of Person Filing:
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This
Schedule is being filed by National Bank of Canada (“NBC”), a chartered
bank governed by the Bank Act (Canada).
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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The
principal business office address of NBC is:
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National
Bank of Canada
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600
de La Gauchetière West
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Montreal,
Quebec H3B 4L2
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Canada
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Item
2(c).
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Citizenship:
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The
place of organization of NBC is Canada.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock
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Item
2(e).
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CUSIP
Number:
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89376R208
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
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Not
Applicable.
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
Amount beneficially owned:
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584,463
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(b)
Percent of class:
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4.8%
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(c)
Number of shares as to which the person has:
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(i)
Sole power to vote or to direct the vote
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584,463
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(ii)
Shared power to vote or to direct the vote
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-0-
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(iii)
Sole power to dispose or to direct the disposition of
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584,463
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(iv)
Shared power to dispose or to direct the disposition of
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-0-
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The number of shares beneficially owned
and the percentage of outstanding shares represented thereby for NBC have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentage of ownership described above for NBC
is based on 12,204,671 shares of Common Stock outstanding as of October 15,
2008, as reported in the issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008 filed with the Securities and Exchange Commission on
November 17, 2008.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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
x
.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certification.
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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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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.
Dated: December
10, 2008
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NATIONAL
BANK OF CANADA
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By:
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/s/
Francois Bourassa
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Name:
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Francois
Bourassa
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Title:
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Senior
Manager (supervisory),
Trading
and Structured
Products
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