LSCC Lattice Semiconductor Corp

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 6,467,035 Shares beneficially owned by Lion Point is approximately $38,735,946, including brokerage commissions.

Item 4 is hereby amended to add the following:

Lion Point has undertaken the sales reported in this Amendment No. 2 to the Schedule 13D to effectuate a rebalancing of Lion Point’s portfolio in light of the significant appreciation in the Issuer’s stock price since the Reporting Persons’ investment was made in the Issuer in February 2018. The Shares sales and derivatives transactions were entered into for portfolio management reasons and not due to any change in Lion Point’s thesis on the Issuer’s value creation opportunities as a standalone company. Following the sales reported herein, the Reporting Persons continue to remain significant holders of the Shares with economic ownership of approximately 4.9% of the outstanding Shares.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon the 132,017,866 Shares outstanding, as of April 29, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2019.

Percentage: Approximately 4.9%

Percentage: Approximately 4.9%

Percentage: Approximately 4.9%

Percentage: Approximately 4.9%

Percentage: Approximately 4.9%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

Lion Point has purchased in the over-the-counter market American-style put options referencing an aggregate of 1,000,000 Shares, which have an exercise price of $13.00 and expire on September 20, 2019. In addition, Lion Point has sold short in the over-the-counter market American-style put options referencing an aggregate of 1,000,000 Shares, which have an exercise price of $10.00 and expire on September 20, 2019.

Lion Point has purchased in the over-the-counter market American-style put options referencing an aggregate of 136,000 Shares, which have an exercise price of $12.50 per Share and expire on January 17, 2020. In addition, Lion Point has sold short in the over-the-counter market American-style put options referencing an aggregate of 136,000 Shares, which have an exercise price of $10.00 and expire on January 17, 2020.

Lion Point has purchased in the over-the-counter market American-style put options referencing an aggregate of 850,000 Shares, which have an exercise price of $16.00 per Share and expire on January 17, 2020. In addition, Lion Point has sold short in the over-the-counter market American-style put options referencing an aggregate of 850,000 Shares, which have an exercise price of $13.00 and expire on January 17, 2020.

Lion Point has sold short in the over-the-counter market American-style call options referencing an aggregate of 1,700,000 Shares, which have an exercise price of $21.00 and expire on January 17, 2020.

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.

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: July 22, 2019 

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Lion point master, lp

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¹ Represents a purchase to cover a short position.

² Represents a short sale.