UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
P-COM, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________________________
(Title of Class of Securities)
693262107
________________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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 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).
CUSIP No. 693262107 13G PAGE 2 OF 6 PAGES
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PHILIP GREER
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3) SEC Use Only
4) Citizenship or Place of Organization
NEW YORK
(5) Sole Voting Power
-0-
Number of Shares
(6) Shared Voting Power
Beneficially 1,071,030
Owned by Each
(7) Sole Dispositive Power
Reporting Person -0-
With
(8) Shared Dispositive Power
1,071,030
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,071,030
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) /X/
11) Percent of Class Represented by Amount in Row 9
6.5
12) Type of Reporting Person (See Instructions)
BD, IA, PN
CUSIP No. 693262107 13G PAGE 3 OF 6
Item 1(a).NAME OF ISSUER: P-Com, Inc.
Item 1(b).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
3175 Winchester Blvd.
Campbell, CA 95008-6557
Item 2(a).NAME OF PERSON FILING: Philip Greer, individually and on
behalf of WPG Venture Partners II, L.P. ("WPGVP"), the sole
General Partner of Weiss, Peck & Greer Venture Associates II,
L.P. ("WPGVA") and WPG Enterprise Fund, L.P. ("Enterprise"),
and on behalf of WPG Venture Advisors, L.P. ("Advisor"), the
Advisor of Weiss, Peck & Greer Venture Associates II
(Overseas), Ltd., a Cayman Islands Corporation ("WPGVAO").
Item 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
555 California Street, Suite 4760
San Francisco, CA 94104
Item 2(c).CITIZENSHIP: WPG is a limited liability company, organized
under the laws of the State of Delaware. Philip Greer is a
citizen of the United States.
Item 2(d).TITLE OF CLASS OF SECURITIES: Common Stock
Item 2(e).CUSIP NUMBER: 693262107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a)( X )Broker or Dealer registered under Section 15
of the Securities Exchange Act of 1934 (the
"Act")
(b)( )Bank as defined in Section 3(a) (6) of the Act
(c)( )Insurance Company as defined in Section 3(a)
(19) of the Act
(d)( )Investment Company registered under Section 8
of the Investment Company Act of 1940
(e)( X )Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
CUSIP No. 693262107 13G PAGE 4 OF 6
(f) ( )Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sec. 240.13d-1(b) (1) (ii)
(F)
(g)( )Parent Holding Company, in accordance with Sec.
240.13d-1(b) (ii) (G) (Note: See Item 7)
(h)( )Group, in accordance with paragraph
240.13d-1(b) (1) (ii) (H)
Item 4. OWNERSHIP:
The following information concerning percentages of ownership
of outstanding shares of common stock is based on a total of
16,500,000 shares reported to be outstanding by P-Com, Inc. at
September 30, 1995.
As of December 31, 1995, WPGVA, Enterprise and WPGVAO owned of
record 411,516 shares, 569,368 shares and 90,146 shares,
respectively, of P-Com, Inc. common stock ("Common Stock").
The shares owned by WPGVA and Enterprise may be deemed to be
beneficially owned, within the meaning of Rule 13d-3, by WPGVP,
and the shares owned by WPGVAO may be deemed to be beneficially
owned by Advisor. Mr. Greer, the managing partner of WPGVP and
Advisor, may be deemed to be the beneficial owner of all of the
above described shares within the meaning of Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1995, Philip Greer may be deemed to own
beneficially 1,071,030 shares of Common Stock or approximately
6.5% of the outstanding shares, with shared voting and
investment power as to all such shares. Mr. Greer disclaims,
pursuant to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by WPGVA, Enterprise and WPGVAO,
except to the extent of his beneficial interest as a partner
in WPGVP, Advisor or in WPG, a limited partner in WPGVA, WPGVAO
and Enterprise.
This Schedule 13G is not being filed with respect to the share
of P-Com, Inc. which may be owned of record by any general
partner of WPGVP or General Partner of Advisor, other than Mr.
Greer, since no such partner possesses or shares voting or
investment power with respect to the shares. Each of such
general partners disclaims ownership, pursuant to Rule 13d-3,
of the shares of Common Stock owned by the various parties
referred to in this Schedule 13G, other than such shares as
the respective general partner owns of record, or may be deemed
to own by reason of his interest as a partner in the various
partnerships described herein. Each of the entities described
herein as owning shares of Common Stock disclaims,
CUSIP No. 693262107 13G PAGE 5 OF 6
pursuant to Rule 13d-4, beneficial ownership of such shares as
are owned by the other entities described herein.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF THE GROUP:
Not applicable.
Item 10. CERTIFICATION:
By signing below, Richard S. Pollack, General Counsel of WPG, certifies that,
to the best of his knowledge and belief, securities referred to above as being
held or owned beneficially by WPG were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
CUSIP No. 693262107 13G PAGE 6 OF 6
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1996
Philip Greer
By: /s/ Richard S. Pollack
--------------------------------------
Richard S. Pollack
General Counsel of
Weiss, Peck & Greer, L.L.C.
attorney-in-fact for Philip Greer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any manner
by reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than the attorney-in-fact named herein.
WITNESS THE EXECUTION HEREOF this 2nd day of February, 1995, by Philip
Greer.
/s/ Philip Greer
_______________________________
Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Jean Hsieh
_______________________________
Notary Public
JEAN HSIEH
Notary Public, State of New York
No. 01HS5028570
Qualified in New York County
Commission Expires May 31,
