Simplot Scott R. converted options into 1,050,022 shares and acquired $399,999 worth of shares (305,343 units at $1.31) (SEC Form 4)
$LEDS
Semiconductors
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). | |||||||||||||||||
| 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
SemiLEDs Corp [ LEDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 01/08/2024 | C(1) | 1,050,022 | A | $1.31 | 2,170,992 | I | See Footnote(2) | ||
| Common Stock | 01/08/2024 | J(3) | 305,343 | A | $1.31 | 2,476,335 | I | See Footnote(4) | ||
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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 | ||||||||
| Convertible Unsecured Promissory Note | $1.31 | 01/08/2024 | C(1) | $1,375,529 | 11/25/2019 | (5) | Common Stock | 1,050,022 | $0.00 | 0 | I | See Footnote(2) | |||
| Explanation of Responses: |
| 1. On February 20, 2020, J.R. Simplot Company, a Nevada corporation ("JRS"), assigned a Convertible Unsecured Promissory Note initially issued to JRS by the Issuer in the original principal amount of $1,500,00 (the "Note") for no consideration to Simplot Taiwan Inc., an Idaho corporation ("ST"). The Note is convertible into Common Stock of the Issuer at any time at a conversion price of $1.31. On January 8, 2024 (the "Effective Date"), ST converted $1,375,529 of the Note, which amount represents $1,200,000 of principal and $175,529 of interest, into 1,050,022 shares of Common Stock of the Issuer. |
| 2. Consists of (i) 2,139,957 shares of Common Stock owned of record by ST and (ii) 31,036 shares of Common Stock owned of record by JRS Properties III LLLP, an Idaho limited liability limited partnership ("JRS Properties"). ST is wholly owned by JRS, and Scott R. Simplot (the "Reporting Person") is the chairman of JRS. Accordingly, the Reporting Person may be deemed to have shared voting and investment power over the shares held by ST. JRS Management L.L.C., an Idaho limited liability company ("JRS Management"), is the sole general partner of JRS Properties. The Reporting Person and Stephen A. Beebe are the managers of JRS Management, and accordingly the Reporting Person may be deemed to have shared voting and investment power over the shares held by JRS Properties. The Reporting Person disclaims beneficial ownership over the shares reported herein except to the extent of his pecuniary interest therein. |
| 3. On the Effective Date, ST received 305,343 shares of Common Stock of the Issuer as a payment of interest pursuant to a Loan Agreement between the Issuer and JRS dated January 8, 2019, as amended on January 16, 2021, January 14, 2022, January 13, 2023 and January 7, 2024 (the "Loan Agreement"), and assigned by JRS to ST. The Reporting Person is the chairman of JRS, and accordingly may be deemed to have shared voting and investment power over such shares. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein. |
| 4. Consists of the number of shares issued to ST on the Effective Date representing the payment of interest under the Loan Agreement described above. |
| 5. The Note has no expiration date. As a result of the transaction reported herein, all amounts due and payable under the Note have been satisfied in full. |
| /s/ Scott R. Simplot | 01/10/2024 | |
| ** 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. | ||