UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Vari-L Company, Inc.
(Name of Issuer)
Common Stock, $.01 par value)
(Title of Class of Securities)
922150 10 7
(CUSIP Number)
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David G. Sherman
2) Check the Appropriate Box if a Member of a Group*
(a)
(b)
3) SEC USE ONLY
4) Citizenship or Place of Organization
U.S.
Number of Shares 5) Sole Voting Power 428,530
Beneficially Owned 6) Shared Voting Power 0
By Each Reporting 7) Sole Dispositive Power 428,530
Person With 8) Shared Dispositive
Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
428,530
10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11) Percent of Class Represented by Amount in Row (11)
7.4%
12) Type of Reporting Person
IN
AMENDMENT NO. 4 TO
SCHEDULE 13G FOR
DAVID G. SHERMAN
Item 1(a) Name of Issuer: Vari-L Company, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4895 Peoria Street, Denver, Colorado 80239
Item 2(a) Name of Person Filing: David G. Sherman
Item 2(b) Address of Principal Business Office or, if None,
Residence: The address of the principal business office of
Mr. Sherman is 4895 Peoria Street, Denver, Colorado
80239
Item 2(c) Citizenship: Mr. Sherman is a United States Citizen.
Item 2(d) Title of Class of Securities: Common Stock, $.01 par
value.
Item 2(e) CUSIP Number: 922150-10-7
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) [ ] 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) [ ] Investment Adviser 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 Rule 13d-1(b)(1)(ii)(F) of
the Act.
(g) [ ] Parent Holding Company, in accordance
with Rule 13d-1(b)(ii)(G) of the Act.
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H) of the Act.
Not applicable.
Item 4 Ownership.
(a) Amount Beneficially Owned: Mr. Sherman is the
sole beneficial owner of 428,530 shares of Common
Stock as of December 31, 1998. Includes 385,000
shares issuable to Mr. Sherman upon the exercise of
outstanding stock options exercisable on December 31,
1998, or within 60 days thereafter. Does not include
75,0000 unvested options subject to vesting schedule,
or 12,500 shares subject to completion of performance
goals.
(b) Percent of Class: 7.4% (based on the 5,459,934
shares of Common Stock reported to be outstanding on
September 30, 1998 in the Vari-L Company, Inc.
Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1998.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 428,530 shares.
(ii) shared power to vote or to
direct the vote: -0- shares.
(iii) sole power to
dispose or to direct the disposition of: 428,530
shares.
(iv) shared power to
dispose or to direct the disposition of: -0-
shares.
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.
Not filed pursuant to Rule 13d-1(b).
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.
Dated: February 11, 1999 /s/David G. Sherman
David G. Sherman
