UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 304,312
Beneficially Owned 6) Shared Voting Power 0
By Each Reporting 7) Sole Dispositive Power 304,312
Person With 8) Shared Dispositive
Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
304,312
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11) Percent of Class Represented by Amount in Row (9)
4.3%
12) Type of Reporting Person
IN
AMENDMENT NO. 5 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: As of December 31,
1999, Mr. Sherman was the sole beneficial owner of
304,312 shares of Common Stock as of December 31,
1999. Includes 203,499 shares issuable to Mr. Sherman
upon the exercise of outstanding stock options
exercisable on December 31, 1999, or within 60 days
thereafter. Does not include 200,000 unvested options
subject to vesting schedules, or 6,250 shares subject
to completion of performance goals.
(b) Percent of Class: 4.3% (based on the 6,954,483
shares of Common Stock outstanding on December 31,
1999.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 304,312 shares.
(ii) shared power to vote or to
direct the vote: -0- shares.
(iii) sole power to
dispose or to direct the disposition of: 304,312
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.
As of December 31, 1999, Mr. Sherman owned less than 5% of
the outstanding shares of the Issuer.
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 9, 2000 /s/ David G. Sherman
David G. Sherman