Simplot Taiwan Inc. converted options into 1,050,022 shares and acquired $399,999 worth of shares (305,343 units at $1.31), increasing direct ownership by 124% to 2,445,299 units (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 | 1,050,022(1) | A | $1.31 | 2,139,956 | D | |||
| Common Stock | 01/08/2024 | J(2) | 305,343 | A | $1.31 | 2,445,299 | D | |||
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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 | (3) | Common Stock | 1,050,022 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. These shares were issued pursuant to the conversion of a Convertible Unsecured Promissory Note assigned to Simplot Taiwan Inc., an Idaho corporation (the "Reporting Person"), on February 20, 2020 by its sole owner, J.R. Simplot Company, a Nevada corporation ("JRS"), in the original principal amount of $1,500,00 (the "Note") for no consideration. 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"), the Reporting Person converted an aggregate amount of $1,375,529 under 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. On the Effective Date, the Reporting Person 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, and assigned by JRS to the Reporting Person. |
| 3. 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, Director | 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. | ||