SEC Form SC 13G/A filed by Super Micro Computer Inc. (Amendment)
$SMCI
Computer Manufacturing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Super Micro Computer, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
86800U104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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 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).
CUSIP NO. 86800U104
1. | NAMES OF REPORTING PERSONS Charles Liang | ||||||||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||||||||
3. | SEC USE ONLY | ||||||||||||||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||||||
6. | SHARED VOTING POWER 7,968,176 (1) | |||||||
7. | SOLE DISPOSITIVE POWER 0 | |||||||
8. | SHARED DISPOSITIVE POWER 7,968,176 (1) | |||||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,968,176 (1) | ||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.9 % | ||||
12. | TYPE OF REPORTING PERSON IN | ||||
---------------------------------------------------------------------------------------------------------------------------------------------------------
(1) | Includes 1,296,750 shares issuable upon the exercise of options exercisable within 60 days after December 31, 2023. Also includes 2,647,752 shares jointly held by Mr. Liang and Sara Liu, his spouse, 2,714 shares held directly by Ms. Liu and 962 options exercisable and 1,333 RSUs subject to vesting within 60 days after December 31, 2023. | ||||
CUSIP NO. 86800U104
1. | NAMES OF REPORTING PERSONS Chiu-Chu (Sara) Liu Liang | ||||||||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||||||||
3. | SEC USE ONLY | ||||||||||||||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||||||
6. | SHARED VOTING POWER 7,968,176 (1) | |||||||
7. | SOLE DISPOSITIVE POWER 0 | |||||||
8. | SHARED DISPOSITIVE POWER 7,968,176 (1) | |||||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,968,176 (1) | ||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.9 % | ||||
12. | TYPE OF REPORTING PERSON IN | ||||
-----------------------------------------------------------------------------------------------------------------------------------------------------------
(1) | Includes 2,647,752 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 4,018,665 shares held by Charles Liang, 1,296,750 shares issuable upon the exercise of options exercisable by Mr. Liang, and 962 shares issuable upon the exercise of options exercisable and 1,333 RSUs subject to vesting within 60 days after December 31, 2023. | ||||
CUSIP NO. 86800U104
Item 1.
(a) | Name of Issuer: | |||||||
Super Micro Computer, Inc. | ||||||||
(b) | Address of Issuer’s Principal Executive Offices: | |||||||
980 Rock Avenue, San Jose, CA 95131 | ||||||||
Item 2.
(a) | Name of Person Filing: | |||||||
Filed jointly by Charles Liang and Chiu-Chu (Sara) Liu Liang. | ||||||||
(b) | Address of Principal Business Office or, if None, Residence: | |||||||
c/o Super Micro Computer, Inc., 980 Rock Avenue, San Jose, CA 95131. | ||||||||
(b) | Citizenship: | |||||||
United States | ||||||||
(b) | Title of Class of Securities: | |||||||
Common Stock, par value $0.001 | ||||||||
(b) | CUSIP Number: | |||||||
86800U104 | ||||||||
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | ||||
(a) ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
(b) ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
(f) ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
(g) ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
(h) ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||
(k) ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________ | ||||
☒ | Not applicable. | ||||
CUSIP NO. 86800U104
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.
(a) | Amount beneficially owned: | |||||||
7,968,176 (1) | ||||||||
(b) | Percentage of class: | |||||||
13.9 % | ||||||||
(c) | Number of shares as to which such person has: | |||||||
(i) Sole power to vote or to direct the vote: | ||||||||
0 | ||||||||
(ii) Shared power to vote or to direct the vote: | ||||||||
7,968,176 (1) | ||||||||
(iii) Sole power to dispose or to direct the disposition of: | ||||||||
0 | ||||||||
(iv) Shared power to dispose or to direct the disposition of: | ||||||||
7,968,176 (1) | ||||||||
(1) | For Mr. Liang, includes 1,296,750 shares issuable upon the exercise of options exercisable within 60 days after December 31, 2023. Also includes 2,647,752 shares jointly held by Mr. Liang and Sara Liu, his spouse, 2,714 shares held directly by Ms. Liu and 962 options exercisable and 1,333 RSUs subject to vesting, both within 60 days after December 31, 2023. | ||||
Item 5. | Ownership of Five Percent or Less of a Class. | ||||
N/A
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||||
N/A
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||||
N/A
Item 8. | Identification and Classification of Members of the Group. | ||||
The reporting persons are filing this Schedule 13G jointly, but not as a group, and each of them expressly disclaims membership in a group within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. See Exhibit 99.1.
Item 9. | Notice of Dissolution of Group. | ||||
N/A
Item 10. Certification.
N/A
CUSIP NO. 86800U104
Signature
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
/s/ Charles Liang | ||||||||
Charles Liang | ||||||||
/s/ Chiu-Chu (Sara) Liu Liang | ||||||||
Chiu-Chu (Sara) Liu Liang | ||||||||
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them in a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Super Micro Computer, Inc., a Delaware corporation, and that this agreement shall be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the 14th day of February, 2024.
/s/ Charles Liang | ||
Charles Liang | ||
/s/ Chiu-Chu (Sara) Liu Liang | ||
Chiu-Chu (Sara) Liu Liang | ||