2023-09-27 SEC Press pdf 195 KB 20,388 chars

In re Lattice Semiconductor

Exhibit of SEC Charges Corporate Insiders for Failing to Timely Report Transactions and Holdings

summary

Lattice Semiconductor Corporation agreed to a $185,000 civil penalty and cease-and-desist order after failing to ensure timely Section 16(a) filings by its insiders between 2018 and 2022, while falsely claiming compliance in its SEC filings and negligently causing over 75 late Forms 3, 4, and 5 by mishandling its voluntary duty to file on their behalf.

paragraph

Lattice Semiconductor Corporation violated Sections 13(a) and 16(a) of the Securities Exchange Act by failing to disclose over 75 late insider filings—Forms 3, 4, and 5—between 2018 and 2022 in its Form 10-K and proxy statements. The company negligently caused these violations by assuming responsibility for preparing and filing Section 16(a) reports on behalf of its officers and directors but failing to implement adequate internal controls or properly oversee its external stock administrator. As part of a settlement, Lattice agreed to a cease-and-desist order and paid a $185,000 civil penalty without admitting or denying the findings.

narrative

Lattice Semiconductor Corporation agreed to a cease-and-desist order and paid a $185,000 civil penalty to resolve SEC charges related to repeated failures in insider reporting compliance between 2018 and 2022. Over 75 required Section 16(a) filings—Forms 3, 4, and 5—by the company’s officers and directors were filed late, and Lattice failed to disclose these delinquencies in its annual Form 10-K reports and proxy statements, violating both Section 16(a) and Section 13(a) of the Exchange Act. Although insiders are ultimately responsible for their own filings, Lattice had voluntarily assumed the duty to assist with and submit these reports on their behalf, making it liable for causing the violations under Section 21C(a). The SEC found that Lattice’s failures stemmed from inadequate internal procedures, poor oversight of an external stock administrator, and a lack of proper monitoring systems. Despite clear EDGAR records showing the late filings, Lattice’s filings falsely represented compliance or omitted required disclosures entirely. The Commission emphasized that the Sarbanes-Oxley Act’s two-day filing deadline and electronic filing mandate were designed to ensure transparency, and Lattice’s negligence undermined investor confidence. The settlement requires Lattice to cease and desist from future violations and implement improved compliance controls to prevent recurrence.

Enriched metadata

Scheme: accounting-fraud (90%)
Court: District of Columbia
Outcome: settled
Civil penalty: $185,000
Ticker: LSCC

Classified accounting-fraud(confidence 90%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 80% / precision 48%. detection rule →

Extracted insights

Dollar amounts 1

$185K $185,000 $100K–$1M

Triples 8

Securities and Exchange Commission deems appropriate cease-and-desist proceedings be instituted
Respondent submitted Offer of Settlement
Commission determined to accept Offer of Settlement
Respondent consents to entry of Order
Commission finds proceedings arise out of violations of issuer reporting requirements and beneficial ownership reporting requirements
Section 16(a) requires officers and directors to file reports of securities holdings and transactions
Respondent has been reporting issuer since 2004
Respondent’s officers and directors violated Section 16(a) reporting requirements

PDF

In re Lattice Semiconductor · Source

Text layers

Extracted body text (20,388c)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 98548 / September 27, 2023

ADMINISTRATIVE PROCEEDING
File No. 3-21733

In the Matter of

Lattice Semiconductor
Corporation,

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

I.
The Securities and Exchange Commission (“Commission”) deems it appropriate that
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the
Securities Exchange Act of 1934 (“Exchange Act”), against Lattice Semiconductor Corporation
(“Lattice” or “Respondent”).
II.
In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject
matter of these proceedings, which are admitted, Respondent consents to the entry of this Order
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth
below.

III.
On the basis of this Order and Respondent’s Offer, the Commission finds
1
that:
Summary
1. These proceedings arise out of violations of the issuer reporting requirements and
beneficial ownership reporting requirements of the federal securities laws.
2. Section 16(a) of the Exchange Act and the rules promulgated thereunder require
officers and directors of a company with a class of equity security registered under Section 12 of the
Exchange Act, and any beneficial owners of greater than 10% of such class (collectively,
“insiders”), to file certain reports of securities holdings and transactions. Section 16(a) was
motivated by a belief that “the most potent weapon against the abuse of inside information is full
and prompt publicity” and by a desire “to give investors an idea of the purchases and sales by
insiders which may in turn indicate their private opinion as to prospects of the company.” H.R.
Rep. 73-1383, at 13, 24 (1934). Reflecting this informational purpose, the obligation to file applies
irrespective of profits or the filer’s reasons for engaging in the transactions. The Sarbanes-Oxley
Act of 2002 and Commission implementing regulations accelerated the reporting deadline for most
transactions to two business days and mandated that all reports be filed electronically on EDGAR to
facilitate rapid dissemination to the public.
3. Reporting issuers are required to disclose in the proxy statement for the issuer’s
annual meeting, or its annual report, Section 16 reporting delinquencies by its insiders. Although
insiders remain responsible for the timeliness and accuracy of their required Section 16(a) reports,
the Commission has encouraged the practice of many issuers to “help their [officers and directors]
or submit the [] filings on their behalf . . . [in order] to facilitate accurate and timely filing.”
Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809
(May 7, 2003), 68 Fed. Reg. 25788, 25789 (May 13, 2003).
4. Since 2004, Respondent has been a reporting issuer and its insiders have been
required to file Section 16(a) reports. On numerous occasions since at least 2018, Respondent’s
officers and directors violated Section 16(a) by failing to timely file required reports.
Respondent failed to comply with its disclosure obligations to report such delinquencies. In
addition, Respondent was a cause of many of the Section 16(a) violations by its officers and
directors as a result of Respondent’s negligence in performing certain tasks it voluntarily agreed to
undertake in connection with the preparation and filing of Section 16(a) reports on their behalf.
Respondent
5. Lattice is a Delaware corporation with its principal place of business in Oregon.
Lattice’s common stock is and has been at all relevant times registered with the Commission under

1
The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on
any other person or entity in this or any other proceeding.

Section 12 of the Exchange Act and trades on the NASDAQ stock market (ticker: LSCC). Lattice
is required to file annual reports on Form 10-K pursuant to Section 13(a) of the Exchange Act and
Rule 13a-1 thereunder.
Applicable Legal Framework
6. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial
statements of holdings on Form 3 and keep this information current by reporting transactions on
Forms 4 and 5. Specifically, within 10 days after becoming an insider, or on or before the effective
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report
disclosing his or her beneficial ownership of all securities of the issuer. To keep this information
current, insiders must file Form 4 reports disclosing transactions resulting in a change in beneficial
ownership within two business days following the execution date of the transaction, except for
limited types of transactions eligible for deferred reporting. Transactions required to be reported on
Form 4 include purchases and sales of securities, exercises and conversions of derivative securities,
and grants or awards of securities from the issuer. In addition, insiders are required to file a Form 5
report within 45 days after the issuer’s fiscal year-end to report any transactions or holdings that
should have been, but were not, reported on Form 3 or 4 during the issuer’s most recent fiscal year
and any transactions eligible for deferred reporting (unless the corporate insider has previously
reported all such transactions). Insiders are required to file the reports electronically on EDGAR.
There is no state of mind requirement for violations of Section 16(a) and the rules thereunder.
2

7. Section 13(a) of the Exchange Act requires issuers that have securities registered
pursuant to Section 12 of the Exchange Act to file such periodic and other reports as the
Commission may prescribe and in conformity with such rules as the Commission may promulgate.
Exchange Act Rule 13a-1 requires such issuers to file annual reports with the Commission
containing specified information. In 1991, the Commission adopted Item 405 of Regulation S-K to
help address compliance with Section 16(a) by requiring reporting issuers to disclose in annual
proxy and information statements or annual reports information regarding delinquent Section
16(a) filings by insiders.
3

2
See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required
to establish a violation of Section 16(a) of the Exchange Act); cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL
26901, at *2 (May 19, 1980) (“We have previously held that the failure to make a required report, even though
inadvertent, constitutes a willful violation”); SEC Release No. 34-47809, 68 Fed. Reg. at 25792 (noting that an
issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day late by its insiders “does not
change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates Section 16(a)”) (emphasis
added). Negligence is sufficient to establish liability for causing such violations. See KPMG Peat Marwick LLP, 74
SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (“[N]egligence is sufficient to establish ‘causing’ liability
under Exchange Act Section 21C(a) ... in cases in which a person is alleged to ‘cause’ a primary violation that does
not require scienter.”).
3
Ownership Reports and Trading by Officers, Directors and Principal Security Holders, SEC Release 34-
28869, 56 Fed. Reg. 7242, 7259-60 (Feb. 21, 1991); 17 C.F.R. § 229.405. The Commission amended Item 405 in
FAST Act Modernization and Simplification of Regulation S-K, SEC Release 33-10618 (Mar. 20, 2019), 84 Fed.

8. Item 405 of Regulation S-K specifically requires an issuer to disclose any late
filing or known failure by an insider to file a report required by Section 16(a). In determining
whether such disclosure is required, the issuer may rely on a review of the Forms 3 and 4 filed
during the most recent fiscal year, and Forms 5 filed with respect to the most recent fiscal year,
by the issuer’s insiders. Section 16(a) reports are posted on EDGAR, and thus are readily
available to issuers to evaluate their timeliness. A “known” failure to file includes, but is not
limited to, a failure to file a Form 3, which is required of all insiders, and a failure to file a Form
5 in the absence of a written representation that no Form 5 is required, unless the issuer
otherwise knows that no Form 5 is required. The Item 405 disclosure of any late filings or
known failures to file must (i) identify by name each insider who failed to file on a timely basis
Forms 3, 4, or 5 during the most recent fiscal year or prior fiscal years and (ii) set forth the
number of late reports, the number of late-reported transactions, and any known failure to file.
An issuer does not have an obligation under Item 405 to research or make inquiry regarding
delinquent Section 16(a) filings beyond the review specified in the item.
9. An issuer that files annual reports with the Commission on Form 10-K, such as
Respondent, is required to include the Item 405 disclosure in its Form 10-K, or incorporate by
reference to its Form 10-K the Item 405 disclosure made in the issuer’s definitive proxy or
information statement for its annual meeting of shareholders for the election of directors, if that
definitive proxy or information statement is filed with the Commission not later than 120 days
after the end of the fiscal year covered by the Form 10-K. To the extent disclosure is required by
Item 405, materially false, misleading, or omitted Item 405 disclosures constitute a violation of
Section 13(a) of the Exchange Act and Rule 13a-1. No showing of scienter is necessary to
establish a violation of Section 13(a).
4

Respondent Failed to Comply with Item 405 Disclosure Requirements
10. As an issuer required to file annual reports on Form 10-K, Respondent is and has
been at all relevant times required to disclose information concerning delinquent Section 16(a)
filings by its insiders to the extent required by Item 405 of Regulation S-K.
11. Respondent failed to do so for multiple fiscal years, including:
a. Respondent’s Item 405 disclosure for its 2018 fiscal year improperly
stated that, “[b]ased solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that, for fiscal 2018, all Section 16(a)
filing requirements applicable to our officers, directors, and 10% stockholders were complied
with.” (Lattice Definitive Proxy Statement filed on March 22, 2019, incorporated by reference
into Form 10-K filed on February 26, 2019.) In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required

Reg. 12674 (Apr. 2, 2019), which among other things, permits an issuer to omit the disclosure if there are no Section
16(a) delinquencies to report.

4
SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998).

to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.
b. Respondent’s Item 405 disclosure for its 2019 fiscal year improperly
stated that, “[b]ased solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that, for fiscal 2019, all Section 16(a)
filing requirements applicable to our officers, directors, and 10% stockholders were complied
with.” (Lattice Definitive Proxy Statement filed on March 23, 2020, incorporated by reference
into Form 10-K filed on February 24, 2020.) In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.
c. Respondent failed to make the required Item 405 disclosure for its 2020
fiscal year, improperly omitting any disclosure. An issuer may only omit the disclosure if there
are no Section 16(a) delinquencies to report. In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.
d. Respondent failed to make the required Item 405 disclosure for its 2021
fiscal year, improperly omitting any disclosure. An issuer may only omit the disclosure if there
are no Section 16(a) delinquencies to report. In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.
12. As a result of the conduct described above, Respondent failed to comply with its
disclosure obligation to the extent required by Item 405 and violated Section 13(a) of the
Exchange Act and Rule 13a-1 thereunder.
Respondent Was a Cause of Certain Violations of Section 16(a) by its Insiders
13. Although the Commission encourages the practice of many issuers to assist insiders
in complying with Section 16(a) filing requirements, issuers who voluntarily accept certain

responsibilities and then act negligently in the performance of those tasks may be liable as a cause
of Section 16(a) violations by insiders.
14. Since at least 2018, Respondent has voluntarily agreed with its officers and
directors to perform certain tasks in connection with the filing of Section 16(a) reports on their
behalf, including the preparation and filing of all such reports for which Respondent had timely
notification of the required information concerning the transactions. However, on multiple
occasions, Respondent acted negligently in its performance of such tasks and was a cause of
Lattice’s officers and directors failing to file Section 16(a) reports on a timely basis. The
procedures and practices employed by Respondent were insufficient to the extent that those
practices resulted in the recurrent failure to meet the two-business day filing deadline.
15. For example, Respondent’s officers and directors in the aggregate filed more than
75 untimely Forms 4 to report transactions related to restricted stock units between May 2018 and
February 2022. Forms 4 were also filed late by Respondent on behalf of certain insiders to report
open-market purchases or sales for which Respondent received timely notification of all necessary
information for such filings. Although Respondent had agreed to perform all tasks in connection
with preparing and filing such reports, the reports were not timely filed due to Respondent’s
negligent procedures and practices, including with respect to its oversight of an outside stock
administrator that Respondent engaged in May 2019 to assist with its Form 4 filings.

16. As a result of the conduct described above, Respondent was a cause of certain
violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by Respondent’s
insiders.
Respondent’s Remedial Efforts
17. In determining to accept the Offer, the Commission considered certain remedial
acts undertaken by Respondent and cooperation afforded to Commission staff.
IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from
committing or causing any violations and any future violations of Sections 13(a) and 16(a) of the
Exchange Act and Rules 13a-1 and 16a-3 promulgated thereunder.

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money
penalty in the amount of $185,000 to the Securities and Exchange Commission, for transfer to
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3)
. If

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.
Payment must be made in one of the following ways:
(1) Respondent may transmit payment electronically to the Commission, which will
provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov through
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United States
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying
Lattice Semiconductor Corporation as a Respondent in these proceedings, and the file number of
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas
Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall
be treated as penalties paid to the government for all purposes, including all tax purposes. To
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any
award of compensatory damages by the amount of any part of Respondent’s payment of a civil
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be

deemed an additional civil penalty and shall not be deemed to change the amount of the civil
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action”
means a private damages action brought against Respondent by or on behalf of one or more
investors based on substantially the same facts as alleged in the Order instituted by the
Commission in this proceeding.

By the Commission.

Vanessa A. Countryman
Secretary

OCR text (20,444c · tika · 95% conf)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 98548 / September 27, 2023

ADMINISTRATIVE PROCEEDING
File No. 3-21733

In the Matter of

Lattice Semiconductor
Corporation,

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

The Securities and Exchange Commission (“Commission”) deems it appropriate that
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the
Securities Exchange Act of 1934 (“Exchange Act”), against Lattice Semiconductor Corporation
(“Lattice” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject
matter of these proceedings, which are admitted, Respondent consents to the entry of this Order
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth
below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

Summary

1. These proceedings arise out of violations of the issuer reporting requirements and
beneficial ownership reporting requirements of the federal securities laws.

2. Section 16(a) of the Exchange Act and the rules promulgated thereunder require
officers and directors of a company with a class of equity security registered under Section 12 of the
Exchange Act, and any beneficial owners of greater than 10% of such class (collectively,
“insiders”), to file certain reports of securities holdings and transactions. Section 16(a) was
motivated by a belief that “the most potent weapon against the abuse of inside information is full
and prompt publicity” and by a desire “to give investors an idea of the purchases and sales by
insiders which may in turn indicate their private opinion as to prospects of the company.” H.R.
Rep. 73-1383, at 13, 24 (1934). Reflecting this informational purpose, the obligation to file applies
irrespective of profits or the filer’s reasons for engaging in the transactions. The Sarbanes-Oxley
Act of 2002 and Commission implementing regulations accelerated the reporting deadline for most
transactions to two business days and mandated that all reports be filed electronically on EDGAR to
facilitate rapid dissemination to the public.

3. Reporting issuers are required to disclose in the proxy statement for the issuer’s
annual meeting, or its annual report, Section 16 reporting delinquencies by its insiders. Although
insiders remain responsible for the timeliness and accuracy of their required Section 16(a) reports,
the Commission has encouraged the practice of many issuers to “help their [officers and directors]
or submit the [] filings on their behalf . . . [in order] to facilitate accurate and timely filing.”
Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809
(May 7, 2003), 68 Fed. Reg. 25788, 25789 (May 13, 2003).

4. Since 2004, Respondent has been a reporting issuer and its insiders have been
required to file Section 16(a) reports. On numerous occasions since at least 2018, Respondent’s
officers and directors violated Section 16(a) by failing to timely file required reports.
Respondent failed to comply with its disclosure obligations to report such delinquencies. In
addition, Respondent was a cause of many of the Section 16(a) violations by its officers and
directors as a result of Respondent’s negligence in performing certain tasks it voluntarily agreed to
undertake in connection with the preparation and filing of Section 16(a) reports on their behalf.

Respondent

5. Lattice is a Delaware corporation with its principal place of business in Oregon.
Lattice’s common stock is and has been at all relevant times registered with the Commission under

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on
any other person or entity in this or any other proceeding.

Applicable Legal Framework

6. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial
statements of holdings on Form 3 and keep this information current by reporting transactions on
Forms 4 and 5. Specifically, within 10 days after becoming an insider, or on or before the effective
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report
disclosing his or her beneficial ownership of all securities of the issuer. To keep this information
current, insiders must file Form 4 reports disclosing transactions resulting in a change in beneficial
ownership within two business days following the execution date of the transaction, except for
limited types of transactions eligible for deferred reporting. Transactions required to be reported on
Form 4 include purchases and sales of securities, exercises and conversions of derivative securities,
and grants or awards of securities from the issuer. In addition, insiders are required to file a Form 5
report within 45 days after the issuer’s fiscal year-end to report any transactions or holdings that
should have been, but were not, reported on Form 3 or 4 during the issuer’s most recent fiscal year
and any transactions eligible for deferred reporting (unless the corporate insider has previously
reported all such transactions). Insiders are required to file the reports electronically on EDGAR.
There is no state of mind requirement for violations of Section 16(a) and the rules thereunder.2

2 See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required
to establish a violation of Section 16(a) of the Exchange Act); cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL
26901, at *2 (May 19, 1980) (“We have previously held that the failure to make a required report, even though
inadvertent, constitutes a willful violation”); SEC Release No. 34-47809, 68 Fed. Reg. at 25792 (noting that an
issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day late by its insiders “does not
change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates Section 16(a)”) (emphasis
added). Negligence is sufficient to establish liability for causing such violations. See KPMG Peat Marwick LLP, 74
SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (“[N]egligence is sufficient to establish ‘causing’ liability
under Exchange Act Section 21C(a) … in cases in which a person is alleged to ‘cause’ a primary violation that does
not require scienter.”).

3 Ownership Reports and Trading by Officers, Directors and Principal Security Holders, SEC Release 34-
28869, 56 Fed. Reg. 7242, 7259-60 (Feb. 21, 1991); 17 C.F.R. § 229.405. The Commission amended Item 405 in
FAST Act Modernization and Simplification of Regulation S-K, SEC Release 33-10618 (Mar. 20, 2019), 84 Fed.

9. An issuer that files annual reports with the Commission on Form 10-K, such as
Respondent, is required to include the Item 405 disclosure in its Form 10-K, or incorporate by
reference to its Form 10-K the Item 405 disclosure made in the issuer’s definitive proxy or
information statement for its annual meeting of shareholders for the election of directors, if that
definitive proxy or information statement is filed with the Commission not later than 120 days
after the end of the fiscal year covered by the Form 10-K. To the extent disclosure is required by
Item 405, materially false, misleading, or omitted Item 405 disclosures constitute a violation of
Section 13(a) of the Exchange Act and Rule 13a-1. No showing of scienter is necessary to
establish a violation of Section 13(a).4

Respondent Failed to Comply with Item 405 Disclosure Requirements

10. As an issuer required to file annual reports on Form 10-K, Respondent is and has
been at all relevant times required to disclose information concerning delinquent Section 16(a)
filings by its insiders to the extent required by Item 405 of Regulation S-K.

11. Respondent failed to do so for multiple fiscal years, including:

a. Respondent’s Item 405 disclosure for its 2018 fiscal year improperly
stated that, “[b]ased solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that, for fiscal 2018, all Section 16(a)
filing requirements applicable to our officers, directors, and 10% stockholders were complied
with.” (Lattice Definitive Proxy Statement filed on March 22, 2019, incorporated by reference
into Form 10-K filed on February 26, 2019.) In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required

Reg. 12674 (Apr. 2, 2019), which among other things, permits an issuer to omit the disclosure if there are no Section
16(a) delinquencies to report.

4 SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998).

b. Respondent’s Item 405 disclosure for its 2019 fiscal year improperly
stated that, “[b]ased solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that, for fiscal 2019, all Section 16(a)
filing requirements applicable to our officers, directors, and 10% stockholders were complied
with.” (Lattice Definitive Proxy Statement filed on March 23, 2020, incorporated by reference
into Form 10-K filed on February 24, 2020.) In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.

c. Respondent failed to make the required Item 405 disclosure for its 2020
fiscal year, improperly omitting any disclosure. An issuer may only omit the disclosure if there
are no Section 16(a) delinquencies to report. In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.

d. Respondent failed to make the required Item 405 disclosure for its 2021
fiscal year, improperly omitting any disclosure. An issuer may only omit the disclosure if there
are no Section 16(a) delinquencies to report. In fact, during such fiscal year, multiple Lattice
insiders filed numerous untimely required Section 16(a) reports, which Respondent was required
to disclose pursuant to Item 405. Respondent was required to review the forms filed and identify
by name each insider who failed to file on a timely basis and set forth the number of late reports
and the number of transactions that were not reported on a timely basis, which Respondent failed
to do.

12. As a result of the conduct described above, Respondent failed to comply with its
disclosure obligation to the extent required by Item 405 and violated Section 13(a) of the
Exchange Act and Rule 13a-1 thereunder.

Respondent Was a Cause of Certain Violations of Section 16(a) by its Insiders

13. Although the Commission encourages the practice of many issuers to assist insiders
in complying with Section 16(a) filing requirements, issuers who voluntarily accept certain

responsibilities and then act negligently in the performance of those tasks may be liable as a cause
of Section 16(a) violations by insiders.

14. Since at least 2018, Respondent has voluntarily agreed with its officers and
directors to perform certain tasks in connection with the filing of Section 16(a) reports on their
behalf, including the preparation and filing of all such reports for which Respondent had timely
notification of the required information concerning the transactions. However, on multiple
occasions, Respondent acted negligently in its performance of such tasks and was a cause of
Lattice’s officers and directors failing to file Section 16(a) reports on a timely basis. The
procedures and practices employed by Respondent were insufficient to the extent that those
practices resulted in the recurrent failure to meet the two-business day filing deadline.

15. For example, Respondent’s officers and directors in the aggregate filed more than
75 untimely Forms 4 to report transactions related to restricted stock units between May 2018 and
February 2022. Forms 4 were also filed late by Respondent on behalf of certain insiders to report
open-market purchases or sales for which Respondent received timely notification of all necessary
information for such filings. Although Respondent had agreed to perform all tasks in connection
with preparing and filing such reports, the reports were not timely filed due to Respondent’s
negligent procedures and practices, including with respect to its oversight of an outside stock
administrator that Respondent engaged in May 2019 to assist with its Form 4 filings.

16. As a result of the conduct described above, Respondent was a cause of certain
violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by Respondent’s
insiders.

Respondent’s Remedial Efforts

17. In determining to accept the Offer, the Commission considered certain remedial
acts undertaken by Respondent and cooperation afforded to Commission staff.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent’s Offer.

Accordingly, it is hereby ORDERED that:

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money

penalty in the amount of $185,000 to the Securities and Exchange Commission, for transfer to
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.
Payment must be made in one of the following ways:

(1) Respondent may transmit payment electronically to the Commission, which will
provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov through
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United States
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying

Lattice Semiconductor Corporation as a Respondent in these proceedings, and the file number of
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas
Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall

be treated as penalties paid to the government for all purposes, including all tax purposes. To
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any
award of compensatory damages by the amount of any part of Respondent’s payment of a civil
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be

By the Commission.

Vanessa A. Countryman
Secretary

Respondent