Edgar Filing: Qimonda AG

sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Qimonda AG

(Name of Issuer)

Ordinary shares

(Title of Class of Securities)

746904101

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS


SIGNATURES
EXHIBIT 1


CUSIP No.		746904101		Page		1		of		7


1	NAMES OF REPORTING PERSONS: Infineon Technologies AG

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Federal Republic of Germany

		5	SOLE VOTING POWER:

NUMBER OF			126,013,975

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			167,686,025

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			126,013,975

WITH:		8	SHARED DISPOSITIVE POWER:

			167,686,025

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	293,700,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	85.9%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(1) Based on 342,000,000 ordinary shares of Qimonda AG outstanding as of January 16, 2007.


CUSIP No.		746904101		Page		2		of		7


1	NAMES OF REPORTING PERSONS: Infineon Technologies Holding B.V.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	The Netherlands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			167,686,025

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			167,686,025

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	167,686,025

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	49.0%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(1) Based on 342,000,000 ordinary shares of Qimonda AG outstanding as of January 16, 2007.


CUSIP No.		746904101		Page		3		of		7


1	NAMES OF REPORTING PERSONS: Infineon Technologies Investment B.V.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	The Netherlands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			167,686,025

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			167,686,025

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	167,686,025

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	49.0%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(1) Based on 342,000,000 ordinary shares of Qimonda AG outstanding as of January 16, 2007.


CUSIP No.		746904101	SCHEDULE 13G	Page		4		of		7



ITEM 1(a).		NAME OF ISSUER:
		Qimonda AG


ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		Gustav-Heinemann-Ring 212
		81739 Munich, Germany


ITEM 2(a).		NAME OF PERSON FILING:
		Infineon Technologies AG (“Infineon”), Infineon Technologies Holding B.V. (“Holding”), Infineon Technologies Investment B.V. (“Investment”)


ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
		Infineon: Am Campeon 1-12, D-85579 Neubiberg, Germany
		Holding: Westblaak 32, NL-3012 KM Rotterdam, The Netherlands
		Investment: Westblaak 32, NL-3012 KM Rotterdam, The Netherlands


ITEM 2(c).		CITIZENSHIP:
		Infineon: Federal Republic of Germany
		Holding: The Netherlands
		Investment: The Netherlands


ITEM 2(d).		TITLE OF CLASS OF SECURITIES:
		Ordinary shares of no par value


ITEM 2(e).		CUSIP NUMBER:
		746904101


ITEM 3.		Not applicable.


ITEM 4.		OWNERSHIP

		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

		This Schedule 13G filing relates to 293,700,000 ordinary shares of Qimonda AG that are owned as follows: (i) 126,013,975 shares by Infineon and 167,686,025 shares by Investment. Investment is a direct wholly owned subsidiary of Holding, and Holding is a direct wholly owned subsidiary of Infineon. Accordingly, each of Infineon and Holding may be deemed to beneficially own securities held by Investment.

		Infineon:

(a)	Amount beneficially owned:	293,700,000

(b)	Percent of Class:	85.9%

(c)	Number of shares as to which Infineon has:

(i)	Sole power to vote or to direct the vote	126,013,975

(ii)	Shared power to vote or to direct the vote	167,686,025


CUSIP No.		746904101	SCHEDULE 13G	Page		5		of		7

(iii)	Sole power to dispose or direct the disposition of	126,013,975

(iv)	Shared power to dispose or direct the disposition of	167,686,025

Holding:

(a)	Amount beneficially owned:	167,686,025

(b)	Percent of Class:	49.0%

(c)	Number of shares as to which Holding has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	167,686,025

(iii)	Sole power to dispose or direct the disposition of	0

(iv)	Shared power to dispose or direct the disposition of	167,686,025

Investment:

(a)	Amount beneficially owned:	167,686,025

(b)	Percent of Class:	49.0%

(c)	Number of shares as to which Investment has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	167,686,025

(iii)	Sole power to dispose or direct the disposition of	0

(iv)	Shared power to dispose or direct the disposition of	167,686,025



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 of more than five percent of the class of securities, check the following [ ].


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.		CERTIFICATIONS.
		Not applicable.


CUSIP No.		746904101	SCHEDULE 13G	Page		6		of		7

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 16, 2007


INFINEON TECHNOLOGIES AG
By:	Rudolf von Moreau
	Name:	Rudolf von Moreau
	Title:	Corporate Legal Counsel


By:	Cornelius Simons
	Name:	Cornelius Simons
	Title:	Corporate Legal Counsel

INFINEON TECHNOLOGIES HOLDING B.V.
By:	Robert Hawliczek
	Name:	Robert Hawliczek
	Title:	Managing Director


By:	Andreas Brandstetter
	Name:	Andreas Brandstetter
	Title:	Managing Director

INFINEON TECHNOLOGIES INVESTMENT B.V.
By:	Robert Hawliczek
	Name:	Robert Hawliczek
	Title:	Managing Director


By:	Andreas Brandstetter
	Name:	Andreas Brandstetter
	Title:	Managing Director


CUSIP No.		746904101	SCHEDULE 13G	Page		7		of		7

EXHIBIT 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the ordinary shares of Qimonda AG and that this Agreement be included as an Exhibit to such filing.

This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of January 16, 2007.


INFINEON TECHNOLOGIES AG
By:	Rudolf von Moreau
	Name:	Rudolf von Moreau
	Title:	Corporate Legal Counsel


By:	Cornelius Simons
	Name:	Cornelius Simons
	Title:	Corporate Legal Counsel

INFINEON TECHNOLOGIES HOLDING B.V.
By:	Robert Hawliczek
	Name:	Robert Hawliczek
	Title:	Managing Director


By:	Andreas Brandstetter
	Name:	Andreas Brandstetter
	Title:	Managing Director

INFINEON TECHNOLOGIES INVESTMENT B.V.
By:	Robert Hawliczek
	Name:	Robert Hawliczek
	Title:	Managing Director


By:	Andreas Brandstetter
	Name:	Andreas Brandstetter
	Title:	Managing Director

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