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CUSIP No. 152319109 13G/A Page 3 of 6 Pages
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ITEM 1.
(a) Name of Issuer: CENTILLIUM COMMUNICATIONS, INC.
(b) Address of Issuer's Principal Executive Offices: 215 FOURIER AVENUE
FREMONT, CALIFORNIA 94539
ITEM 2.
(a) Name of Person Filing: 033 ASSET MANAGEMENT, LLC
(b) Address of Principal Business Office or, if none, Residence:
125 HIGH STREET, SUITE 1405 BOSTON, MASSACHUSETTS 02110
(c) Citizenship: DELAWARE, USA
(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $0.001 PER SHARE
(e) CUSIP Number: 152319109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.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 ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with ss. 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) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 152319109 13G/A Page 4 of 6 Pages
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ITEM 4. OWNERSHIP.
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: 3,143,873
(b) Percent of class: 7.6%
(c) Number of shares as to which the person has:
(d) (i) Sole power to vote or to direct the vote: 3,143,873
(e) (ii) Shared power to vote or to direct the vote: 0
(f) (iii) Sole power to dispose or to direct the disposition 3,143,873
of:
(g) (iv) Shared power to dispose or to direct the disposition 0
of:
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 [ ].
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
THE REPORTING PERSON IS THE INVESTMENT MANAGER OF (I) 033 GROWTH
PARTNERS I, L.P., (II) 033 GROWTH PARTNERS II, L.P., (III) OYSTER POND PARTNERS,
L.P. AND (IV) 033 GROWTH INTERNATIONAL FUND, LTD. (TOGETHER, THE "FUNDS"). THE
FUNDS OWN, IN THE AGGREGATE, BUT NO FUND INDIVIDUALLY OWNS, MORE THAN 5% OF THE
CLASS; HOWEVER, EACH FUND HAS THE RIGHT TO RECEIVE DIVIDENDS FROM, OR THE
PROCEEDS FROM THE SALE OF, SUCH SECURITIES.
THE REPORTING PERSON MAY BE DEEMED, FOR PURPOSES OF RULE 13D-3 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, TO BE THE BENEFICIAL OWNER OF
AN AGGREGATE OF 3,143,873 SHARES, REPRESENTING APPROXIMATELY 7.6% OF THE
OUTSTANDING SHARES OWNED BY THE FUNDS (BASED UPON 41,485,988 SHARES OUTSTANDING
AS REPORTED ON THE ISSUER'S LATEST QUARTERLY REPORT ON FORM 10-Q FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2007). THE REPORTING PERSON
DISCLAIMS ANY ECONOMIC INTEREST OR BENEFICIAL OWNERSHIP OF THE SHARES COVERED BY
THIS STATEMENT.
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