FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
BAYLESS JON W

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2004
3. Issuer Name and Ticker or Trading Symbol
NETLOGIC MICROSYSTEMS INC [ NETL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (1) (1) COMMON STOCK 999,200 0 I SEE FOOTNOTE(3)
Series D Preferred Stock (1) (1) COMMON STOCK 384,615 0 I SEE FOOTNOTE(4)
Warrants (2) (2) COMMON STOCK 20,000 2 I SEE FOOTNOTE(5)
1. Name and Address of Reporting Person*
BAYLESS JON W

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOW STEPHEN M

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAGGERS JOHN V

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KIMZEY JACKIE R

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PHIPPS CHARLES H

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHUELE ALAN R

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SHRIGLEY DAVID A

(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series C Preferred Stock and Series D Preferred Stock may be converted at anytime into common stock on a 1-for-1 basis; automatically converts at the closing of an initial public offering.
2. The Warrant becomes exercisable from and after the first anniversary of the date of issuance, the "Commencement Date" and shall expire and no longer be exercisable on or after the earliest of (i) 5:00 p.m. San Francisco, California local time, on the date that is three (3) years after the Commencement Date, (ii) the closing of a Qualified Offering, or (iii) the closing date of a Change of Control Transaction. Notwithstanding the foregoing, if either of the events described in clause (ii) or (iii) shall occur prior to the Commencement Date, the Warrant shall become exercisable, subject to the consummation of such event, from and after the date that the holder receives notice of such event pursuant to the terms of the Warrant, and shall expire and no longer be exercisable on or after the closing date of such event.
3. Total common shares of 999,200, represents 979,216 of such common shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII") and 19,984 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRFVIII AFF"). Stephen M. Dow ("Dow), Jon W. Bayless ("Bayless"), John V. Jaggers ("Jaggers"), Charles H. Phipps ("Phipps"), Jackie R. Kimzey ("Kimzey"), David A. Shrigley ("Shrigley") and Alan R. Schuele ("Schuele") are general partners of the general partner of SRF VIII and SRFVIII AFF. Messers. Dow, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.
4. Total common shares of 384,615, represents 376,923 of such common shares held by SRFVIII and 7,692 of such common shares held by SRFVIII AFF. Dow, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele are general partners of the general partner of SRF VIII and SRFVIII AFF. Messers. Dow, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.
5. Total common shares of 20,000, represents 19,600 of such common shares held by SRFVIII and 400 such common shares held by SRFVIII AFF. Dow, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele are general partners of the general partner of SRF VIII and SRFVIII AFF. Messers. Dow, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.
John V. Jaggers, By Power Of Attorney 07/08/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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