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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 4)
Castelle
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
147905-10-3
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 2 of 13
1 Name Of Reporting Person H&Q LONDON VENTURES
IRS Identification No. Of Above Person 94-2966540
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization England
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* PN
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 13
1 Name Of Reporting Person H&Q VENTURES IV
IRS Identification No. Of Above Person 94-2940347
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [X]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* PN
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 4 of 13
1 Name Of Reporting Person HAMQUIST
IRS Identification No. Of Above Person 94-2800484
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* PN
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 13
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURES PARTNERS
IRS Identification No. Of Above Person 94-2949080
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* PN
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 13
1 Name Of Reporting Person H&Q VENTURE PARTNERS, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* 00
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 13
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
IRS Identification No. Of Above Person 94-2856927
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 683,066
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 683,066
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 683,066
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 14.2%
12 Type Of Reporting Person* CO
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 13
Item 1(a). Name of Issuer.
Castelle (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
3255-3 Scott Boulevard, Santa Clara, CA 95054.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover
pages of this Schedule, which Items are incorporated by reference
herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush
Street, San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover
pages of this Schedule, which Items are incorporated by reference
herein.
Item 2(d). Title of Class of Securities.
Common Stock, no par value ("Common Stock").
Item 2(e). CUSIP Number.
147905-10-3
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of the
cover pages to this Schedule, which Items are incorporated by
reference herein. According to information furnished to the
reporting person by the Issuer, there were 4,641,414 shares of
Common Stock issued and outstanding as of December 31, 1999. As
of December 31, 1999, the reporting persons owned the following
shares of Common Stock and warrants to acquire shares of Common
Stock that are immediately exercisable or exercisable within 60
days of such date:
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 of 13
Common Stock
Common Stock Upon Exercise
Person Directly Owned Of Warrants
H&Q London Ventures 338,480 16,666
H&Q Ventures IV 60,835 -0-
Hamquist 1,250 -0-
Hambrecht & Quist Venture Partners 43,633 -0-
Hambrecht & Quist California 85,536 136,666
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TOTAL 529,734 153,332
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Because voting and investment decisions concerning the
above securities may be made by or in conjunction with the other
reporting persons, each of the reporting persons may be deemed a
member of a group that shares voting and dispositive power over
all of the above securities. Although the reporting persons are
reporting such securities as if they were members of a group, the
filing of this Schedule shall not be construed as an admission by
any reporting person that it is a beneficial owner of any
securities other than those directly held by such reporting
person.
Hambrecht & Quist California is a wholly owned
subsidiary of Hambrecht & Quist Group, a Delaware corporation
which is a wholly owned subsidiary of Bridge Acquisition Holding
Corp., a Delaware corporation. Bridge Acquisition Holding Corp.
is a wholly owned subsidiary of The Chase Manhattan Corporation,
a Delaware corporation. The principal business address of
Hambrecht & Quist Group is One Bush Street, San Francisco,
California 94104. The principal business address of Bridge
Acquisition Holding Corp. and The Chase Manhattan Corporation is
270 Park Avenue, New York, New York 10017.
In the past, the reporting persons may have been deemed
to be the beneficial owner of 182,515 shares of Common Stock held
by Ivory and Sime Enterprise Capital PLC (formerly known as The
Independent Investment Company PLC). The reporting persons did
not have voting power over such shares, but may have been
considered to have had investment power. All such shares were
sold in 1999.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is possible
that the individual general partners, directors, executive
officers, members and/or managers of the foregoing entities might
be deemed the "beneficial owners" of some or all of the
securities to which this Schedule relates in that they might be
deemed to share the power to direct the voting or disposition of
such securities. Neither the filing of this Schedule nor any of
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 13
its contents shall be deemed to constitute an admission that any
of such individuals is, for any purpose, the beneficial owner of
any of the securities to which this Schedule relates, and such
beneficial ownership is expressly disclaimed.
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 Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 11 of 13
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 14, 2000.
H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA
By: /s/Jackie A. Berterretche By: /s/Patrick J. Allen
_________________________ ________________________
Jackie A. Berterretche Patrick J. Allen
Attorney-in-Fact Chief Financial Officer
H&Q VENTURES IV H&Q VENTURE PARTNERS, LLC
By: /s/Jackie A. Berterretche By: /s/William D. Easterbrook
_________________________ _________________________
Jackie A. Berterretche William D. Easterbrook
Attorney-in-Fact Member-Manager
HAMQUIST
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 of 13
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 13
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CUSIP No. 147905-10-3 SCHEDULE 13G Page 13 of 13
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13G
to evidence the agreement of the below-named parties, in
accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule and any subsequent
amendment jointly on behalf of each of such parties.
DATED: February 14, 2000.
H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA
By: /s/Jackie A. Berterretche By: /s/Patrick J. Allen
_________________________ ________________________
Jackie A. Berterretche Patrick J. Allen
Attorney-in-Fact Chief Financial Officer
H&Q VENTURES IV H&Q VENTURE PARTNERS, LLC
By: /s/Jackie A. Berterretche By: /s/William D. Easterbrook
_________________________ _________________________
Jackie A. Berterretche William D. Easterbrook
Attorney-in-Fact Member-Manager
HAMQUIST
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
