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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
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CONSILIUM, INC.
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(Name of Issuer)
Common Stock, Par Value One Cent ($0.01) Per Share
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(Title of Class of Securities)
208547109
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(CUSIP Number)
*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 prior 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).
Page 1 of 5 Pages
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CUSIP NO. 13G PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONATHAN J. GOLOVIN, ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
UNITED STATES
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SOLE VOTING POWER
5
NUMBER OF 1,453,446
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
225,324
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,453,446
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
225,324
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,678,770
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
21.2%
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TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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ITEM 1.
(a) Name of Issuer
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Consilium, Inc.
(b) Address of Issuer's Principal Executive Offices
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485 Clyde Avenue, Mountain View, CA 94043
ITEM 2.
(a) Name of Person Filing
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Jonathan J. Golovin
(b) Address of Principal Business Office or, if none, Residence
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485 Clyde Avenue, Mountain View, CA 94043
(c) Citizenship
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United States
(d) Title of Class of Securities
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Common Stock
(e) CUSIP Number
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208547-10-9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
Not applicable
(a) / / Broker or Dealer registered under Section 15 of 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 Adviser registered under section 8 of the Investment Company
Act
(e) / / Investment Company registered under section 203 of the Investment
Advisers Act of 1940
(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 (S)240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) / / Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Page 3 of 5 Pages
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ITEM 4. OWNERSHIP
As of December 31, 1996, Dr. Golovin beneficially owns 1,678,770/1/ shares of
Common Stock of Consilium, Inc., which is approximately 21.2%/2/ of the
outstanding shares of Common Stock of Consilium.
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
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 or more than five
percent of the class of securities, check the following
Not Applicable
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.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not Applicable
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/1/ Includes 1,353,446 shares held directly by Jonathan and Susan Golovin as
community property, as to which he has sole power to vote and dispose; also
includes 200,000 shares held in trust by Jonathan Golovin, Susan Golovin and
Inge Golovin as Trustees for Dr. Golovin's minor children, 18,670 shares held in
trust by Jonathan and Susan Golovin as Trustees for their minor children and
6,654 shares held in trust by Susan Golovin as Trustee for their minor children,
as to which Dr. Golovin may be deemed to share voting and investment power.
Also includes 100,000 shares subject to stock options exercisable within sixty
days of December 31, 1996, of which 14,584 are unvested and subject to
repurchase by Consilium, as to which Dr. Golovin may be deemed to have sole
power to vote and dispose.
/2/ Based on the 7,928,051 shares outstanding on January 27, 1997, as reported
in Consilium's Annual Report on Form 10-K, plus the additional 100,000 shares
issuable upon exercise of the option held by Dr. Golovin.
Page 4 of 5 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 12, 1997
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Date
/s/ Jonathan J. Golovin
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Signature
Jonathan J. Golovin
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Name/Title
Page 5 of 5 Pages
