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Spansion Inc.
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(Name of Issuer)
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Common Stock, $.001 par value per share
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(Title of Class of Securities)
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84649R200
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(CUSIP Number)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 84649R200
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13G
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chilton Investment Company, LLC
87-0742367
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(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
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
4,885,917
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
4,885,917
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,917
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 84649R200
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13G
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Page 3 of 5 Pages
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Item 1(a).
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Name of Issuer.
Spansion Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
915 DeGuigne Drive, Sunnyvale, CA 94085
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Item 2(a).
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Names of Person Filing.
Chilton Investment Company, LLC
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Item 2(b).
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Address of Principal Business Office or, if None, Residence.
1290 East Main Street, 1st Floor
Stamford, CT 06902
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Item 2(c).
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Citizenship.
State of Delaware
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Item 2(d).
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Title of Class of Securities.
Common Stock, $.001 par value
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Item 2(e).
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CUSIP Number.
84649R200
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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||
| (a) | o |
Broker or dealer registered under Section 15 of the Exchange Act.
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| (b) | o |
Bank as defined in Section 3(a)(6) of the Exchange Act.
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| (c) | o |
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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| (d) | o |
Investment company registered under Section 8 of the Investment Company Act.
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| (e) | x |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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| (f) | o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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| (g) | o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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| (h) | o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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| (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;
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| (j) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 84649R200
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13G
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Page 4 of 5 Pages
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Item 4.
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Ownership.
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(a) Amount beneficially owned: 4,885,917 shares
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(b) Percent of class: 8.1%
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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: 4,885,917
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,885,917
(iv) Shared power to dispose or to direct the disposition of: 0
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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 . o
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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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Inapplicable.
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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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Inapplicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9.
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Notice of Dissolution of Group.
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Inapplicable.
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CUSIP No. 84649R200
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13G
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Page 5 of 5 Pages
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Item 10.
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Certifications.
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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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Chilton Investment Company, LLC
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By:
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/s/ James Steinthal | |
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Name: James Steinthal
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Title: Executive Vice President
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