Possible member of 10% group Shanghai Science & Technology Venture Capital (Group) Co., Ltd. sold $23,519,660 worth of shares (1,065,396 units at $22.08), decreasing direct ownership by 31% to 2,338,510 units (SEC Form 4)
$ACMR
Industrial Machinery/Components
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACM Research, Inc. [ ACMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, $0.0001 par value | 10/04/2024 | S | 570,735 | D | $21.52(1)(2) | 2,833,171 | D | |||
| Class A Common Stock, $0.0001 par value | 10/04/2024 | S | 129,265 | D | $20.94(3) | 2,703,906 | D | |||
| Class A Common Stock, $0.0001 par value | 10/07/2024 | S | 100,514 | D | $25.36(4) | 2,603,392 | D | |||
| Class A Common Stock, $0.0001 par value | 10/07/2024 | S | 1,481 | D | $25.02(5) | 2,601,911 | D | |||
| Class A Common Stock, $0.0001 par value | 10/07/2024 | S | 173,005 | D | $23.32(6) | 2,428,906 | D | |||
| Class A Common Stock, $0.0001 par value | 10/08/2024 | S | 90,396 | D | $21.13(7) | 2,338,510 | D | |||
| Class A Common Stock, $0.0001 par value | 3,358,728 | I | Through Shanghai Pudong Science & Technology Investment Group Co., Ltd.(8)(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 7 of this Form 4. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $21.11 to $22.10, inclusive. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $20.71 to $21.10, inclusive. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.03 to $26.02, inclusive. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.01 to $25.02, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $23.05 to $23.91, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $20.53 to $21.51, inclusive. |
| 8. This Form 4 is being filed by the undersigned as well as Shanghai Pudong Science & Technology Investment Group Co., Ltd., as set forth on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Shanghai Science & Technology Venture Capital (Group) Co., Ltd. holds a 46% equity interest in Shanghai Pudong Science & Technology Investment Group Co., Ltd. |
| 9. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| Remarks: |
| The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 plan adopted by Shanghai Science & Technology Venture Capital (Group) Co., Ltd. on June 12, 2024. |
| /s/ Wangyu Ge, authorized representative | 10/08/2024 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||