UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
LATTICE SEMICONDUCTOR CORPORATION

(Name of Issuer)
 
 
Common Stock, par value $0.01 per share

(Title of Class of Securities)
 
 
518415104

(CUSIP Number)
 
 
Zhou Yang
Tsinghua Unigroup International Co., Ltd.
F10 Unis Plaza
Tsinghua Science Park
Haidian District, Beijing, PRC 100084
Telephone:  13051259506
 
with a copy to:
J. Warren Gorrell, Jr.
Joseph E. Gilligan
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
 
 
April 4, 2016

(Date of Event which Requires Filing of this Statement)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
*
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 disclosures provided in a prior cover page.

The information required on 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).
 

 
 
 CUSIP NO.
518415104
 SCHEDULE 13D    
 
 
 1   NAMES OF REPORTING PERSONS  
       
      Tsinghua Unigroup International Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
WC
 
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 British Virgin Islands
 
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7   SOLE VOTING POWER  
     
   
-0-
 
     
8   SHARED VOTING POWER  
     
   
7,223,483
 
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
 10   SHARED DISPOSITIVE POWER  
     
   
7,223,483
 
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
7,223,483
 
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
 13   PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    6.07%  
     
 14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
CO
 
     
 
* See Item 5, Interest in the Securities of the Issuer, below.
 
 
 

 
CUSIP NO.
518415104
SCHEDULE 13D    
 
 1   NAMES OF REPORTING PERSONS  
       
     Tsinghua Unigroup Capital Management Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
WC
 
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 People's Republic of China
 
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7   SOLE VOTING POWER  
     
   
-0-
 
     
8   SHARED VOTING POWER  
     
   
7,223,483
 
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
 10   SHARED DISPOSITIVE POWER  
     
   
7,223,483
 
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
7,223,483
 
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
 13   PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    6.07%  
     
 14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
CO
 
     
 
 
*  See Item 5, Interest in the Securities of the Issuer, below.
 
 

 
CUSIP NO.
518415104
SCHEDULE 13D    
 
 1   NAMES OF REPORTING PERSONS  
       
     Tsinghua Unigroup Co., Ltd.  
       
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)  o
         (b)  o
       
 3   SEC USE ONLY
   
 4    SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
WC
 
       
 5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
       
       
 6   CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
 People's Republic of China
 
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7   SOLE VOTING POWER  
     
   
-0-
 
     
8   SHARED VOTING POWER  
     
   
7,223,483
 
     
 9   SOLE DISPOSITIVE POWER  
     
   
-0-
 
     
 10   SHARED DISPOSITIVE POWER  
     
   
7,223,483
 
           
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
7,223,483
 
     
 12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
 13   PERCENT OF CLASS REPRESENTED IN ROW (11)*  
     
    6.07%  
     
 14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
CO
 
     
 
 
*  See Item 5, Interest in the Securities of the Issuer, below.
 
 

 
 
Item 1.
Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock") of Lattice Semiconductor Corporation (the "Issuer"). The Issuer's principal executive offices are located at 111SW Fifth Avenue, Suite 700, Portland, Oregon 97204.
Item 2.
Identity and Background
 
(a) This Schedule 13D is being filed jointly by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (1) Tsinghua Unigroup International Co., Ltd. ("Tsinghua International"), a business company with limited liability incorporated under the laws of the British Virgin Islands, (2) Tsinghua Unigroup Capital Management Co., Ltd., a corporation  incorporated under the laws of the People's Republic of China ("PRC") ("Tsinghua Capital") and (3) Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), a corporation incorporated under the laws of the PRC. Tsinghua Unigroup holds 100% of the outstanding voting stock of Tsinghua Capital and Tsinghua Capital holds 100% of the voting stock of Tsinghua International.

Zhao Weiguo, a PRC citizen, is the Chairman of the Board of Directors of each of Tsinghua Unigroup and Tsinghua Capital and is a director of Tsinghua International. Mr. Zhao expressly disclaims beneficial ownership with respect to the 7,223,483 shares  of Common Stock beneficially owned by Tsinghua Unigroup, Tsinghua Capital and Tsinghua International.
     
(b) The business address of each of the Reporting Persons is F10 Unis Plaza, Tsinghua Science Park, Haidian District, Beijing, PRC 100084.

(c) Tsinghua Unigroup focuses on investments in the technology industry in China. Tsinghua Capital is the intermediate holding company for Tsinghua International, which is Tsinghua Unigroup's offshore investment entity. The principal business of each of Tsinghua Unigroup, Tsinghua Capital and Tsinghua International is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto.
(d) During the last five years no Reporting Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws.
(f) Tsinghua International is organized under the laws of the British Virgin Islands.  Tsinghua Unigroup and Tsinghua Capital are organized under the laws of the PRC. The name, citizenship, business address, principal business occupation or employment of each of the directors and executive officers of each of the Reporting Persons are set forth on Annex A hereto.
Item 3.
Source and Amount of Funds or Other Consideration
 
The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 7,223,483 consisting entirely of shares of Common Stock for which an aggregate consideration of approximately $41,588,267 has been paid. The source of the funds used to purchase the shares described above is working capital of the Reporting Persons.

Item 4.
Purpose of the Transaction
 
The Reporting Persons acquired the shares of Common Stock described herein for investment purposes. Neither the Reporting Persons nor any of the persons listed in Annex A has any present plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D. The Reporting Persons intend to continuously review their investments in the Issuer and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them, (iii) to enter into discussions with management regarding a possible commercial agreement or arrangement with the Issuer, or (iv) to take any other available course of action. In reaching any decisions as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons and their affiliates; developments with respect to the business of the Reporting Persons and their affiliates; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the securities of the Issuer.
 
Item 5.
Interest in Securities of the Issuer
   
    
(a) The aggregate number of shares of Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. The aggregate percentage of shares of Common Stock owned by the Reporting Persons is based upon 118,994,539 shares of Common Stock outstanding as of February 26, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2016.
Tsinghua International beneficially owns 7,223,483 shares of Common Stock, which represents approximately 6.07% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Tsinghua Capital, as the direct parent company of Tsinghua International, also may be deemed to beneficially own the 7,223,483 shares of Common Stock.
Tsinghua Unigroup, as an indirect, but controlling parent of Tsinghua International, also may be deemed to beneficially own the 7,223,483 shares of Common Stock.
Zhao Weiguo is the Chairman of the Board of Directors of Tsinghua Unigroup and a director of each of Tsinghua Capital and Tsinghua International.  Mr. Zhao expressly disclaims beneficial ownership with respect to the 7,223,483 shares of Common Stock beneficially owned by Tsinghua Unigroup, Tsinghua Capital and Tsinghua International.
(b) Each of Tsinghua Unigroup, Tsinghua Capital and Tsinghua International may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of an aggregate of 7,223,483 shares of Common Stock.
(c) The transactions in the shares of Common Stock by the Reporting Persons during the past sixty days are set forth in Annex B and are incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On April 12, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements of Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
  Material to be filed as Exhibits
       
Exhibit Number    Description of Exhibit
     
     
99.1  
Joint Filing Agreement, dated April 12, 2016, by and among the Reporting Persons

 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  April 13, 2016.
 
 
 
Tsinghua Unigroup International Co., Ltd.
 
 
 
 
 
 
By:
/s/  ZHAO Weiguo
 
 
Name:
ZHAO Weiguo
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Capital Management Co., Ltd.  
       
  By: /s/  ZHAO Weiguo  
  Name: ZHAO Weiguo  
 
Title:
Chairman
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Co., Ltd.  
       
  By: /s/  ZHAO Weiguo  
  Name: ZHAO Weiguo  
  Title: Chairman  
 
 
 
 

 
ANNEX A

Directors and Officers of Reporting Persons
 
Name and Position
Principal Business Address
Principal Occupation
Citizenship
Tsinghua Unigroup Co., Ltd.
     
ZHAO, Weiguo
Chairman of the Board of Directors
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd.
People's Republic of China
LI, Yanhe
Vice Chairman of the Board of Directors
25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084
Vice President of Tsinghua Holdings Co., Ltd.
People's Republic of China
LI, Zhongxiang
Vice Chairman of the Board of Directors
25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084
Vice President of Tsinghua Holdings Co., Ltd.
People's Republic of China
ZHAO, Yanlai
Director
25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084
Assistant President of Tsinghua Holdings Co., Ltd.
People's Republic of China
LI, Yi
Director, Senior Vice President
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Director and Senior Vice President of Tsinghua Unigroup Co., Ltd.
People's Republic of China
ZHANG, Yadong
Director, President
6F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Director and President of Tsinghua Unigroup Co., Ltd.
People's Republic of China
CAO, Yuangang
Director
25F, Building A, Tsinghua Science Park, Haidian District, Beijing 1000084
Assistant President of Tsinghua Holdings Co., Ltd.
People's Republic of China
   
Tsinghua Unigroup Capital Management Co., Ltd.
     
ZHAO, Weiguo
Chairman of the Board of Directors
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd.
People's Republic of China
ZHANG, Yadong
Director
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Director and President of Tsinghua Unigroup Co., Ltd.
People's Republic of China
ZHENG, Bo
Director
6F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
General Manager of the Investment Management Department, Tsinghua Unigroup Co., Ltd.
People's Republic of China
   
Tsinghua Unigroup International Co., Ltd.
     
ZHAO, Weiguo
Director
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084
Chairman of the Board of Directors of Tsinghua Unigroup Co., Ltd.
People's Republic of China
ZHANG, Yadong
Director
10F, Unis Plaza, Tsinghua Science Park, Haidian District, Beijing 1000084 Director and President of Tsinghua Unigroup Co., Ltd. People's Republic of China
 
 
 

 
ANNEX B

Transactions in the Shares During the Past Sixty Days

Date of Transaction
Nature of the Transaction
 
Amount of Securities Purchased/(Sold)
   
Price Per Share
($)
 
February 24, 2016
Open Market Purchase
   
300
     
6.17
 
February 25, 2016
Open Market Purchase
   
370,000
     
6.09
 
February 26, 2016
Open Market Purchase
   
200,000
     
6.08
 
March 1, 2016
Open Market Purchase
   
1,167,196
     
5.72
 
March 2, 2016
Open Market Purchase
   
347,967
     
5.61
 
March 3, 2016
Open Market Purchase
   
577,625
     
5.69
 
March 7, 2016
Open Market Purchase
   
124,399
     
5.71
 
March 8, 2016
Open Market Purchase
   
134,240
     
5.71
 
March 9, 2016
Open Market Purchase
   
25,414
     
5.69
 
March 10, 2016
Open Market Purchase
   
1,122,350
     
5.81
 
March 10, 2016
Open Market Purchase
   
20,443
     
5.78
 
March 14, 2016
Open Market Purchase
   
132,364
     
5.94
 
March 15, 2016
Open Market Purchase
   
274,891
     
5.90
 
March 16, 2016
Open Market Purchase
   
25,803
     
5.89
 
March 17, 2016
Open Market Purchase
   
74,915
     
6.00
 
March 21, 2016
Open Market Purchase
   
161,107
     
6.20
 
March 22, 2016
Open Market Purchase
   
194,168
     
6.15
 
March 23, 2016
Open Market Purchase
   
435,381
     
6.18
 
March 24, 2016
Open Market Purchase
   
237,643
     
5.89
 
March 28, 2016
Open Market Purchase
   
21,244
     
5.77
 
March 29, 2016
Open Market Purchase
   
19,629
     
5.84
 
March 30, 2016
Open Market Purchase
   
90,000
     
5.96
 
April 4, 2016
Open Market Purchase
   
241,576
     
5.44
 
April 5, 2016
Open Market Purchase
   
354,320
     
5.44
 
April 6, 2016
Open Market Purchase
   
85,040
     
5.25
 
April 7, 2016
Open Market Purchase
   
218,602
     
5.35
 
April 8, 2016
Open Market Purchase
   
248,459
     
5.31
 
April 11, 2016
 Open Market Purchase     116,876       5.42  
April 12, 2016  Open Market Purchase     201,531       5.31  
 
 

 
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
 
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them.
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided that none of them is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
(iii) This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

Date: April 12, 2016
 
 
 
Tsinghua Unigroup International Co., Ltd.
 
 
 
 
 
 
By:
/s/  ZHAO Weiguo
 
 
Name:
ZHAO Weiguo
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Capital Management Co., Ltd.  
       
  By: /s/  ZHAO Weiguo  
  Name: ZHAO Weiguo  
 
Title:
Chairman
 
 
 
 
 
 
 
 
 
  Tsinghua Unigroup Co., Ltd.  
       
  By: /s/  ZHAO Weiguo  
  Name: ZHAO Weiguo  
  Title: Chairman