Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:37PM
Edgar (US Regulatory)
|
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
|
SCHEDULE 13G |
(Rule 13d-102) |
|
Under the Securities Exchange Act of 1934 |
(Amendment No.
2)* |
|
|
Applied Optoelectronics, Inc. |
(Name of Issuer) |
|
Common stock, par value $0.001 per share |
(Title of Class of Securities) |
|
|
03823U102
|
(CUSIP Number) |
|
|
December 31, 2020
|
Date of Event Which Requires Filing of the Statement |
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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 on 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. 03823U102 |
13G/A |
Page 2 of
14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Citadel Advisors LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
1,763,534 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.1%1 |
|
|
12. |
TYPE OF REPORTING PERSON |
|
IA; OO; HC |
|
1 |
The percentages
reported in this Schedule 13G/A are based upon approximately
24,739,780 shares of common stock outstanding comprised of
(i) 22,976,246 shares of common stock outstanding as of
November 2, 2020 (according to the issuer’s Form 10-Q as filed with
the Securities and Exchange Commission on November 5, 2020), and
(ii) approximately 1,763,534 shares issuable upon conversion
of certain convertible bonds issued by the Issuer to an affiliate
of the Reporting Person. |
CUSIP
No. 03823U102 |
13G/A |
Page 3 of 14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Citadel Advisors Holdings LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
1,763,534 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.1% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
PN; HC |
CUSIP
No. 03823U102 |
13G/A |
Page 4 of
14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Citadel GP LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
1,763,534 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above. |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above. |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.1% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
OO; HC |
CUSIP
No. 03823U102 |
13G/A |
Page 5 of 14 Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Citadel Securities LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
201,573 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above. |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above. |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.8% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
BD, OO |
CUSIP
No. 03823U102 |
13G/A |
Page 6 of
14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
CALC IV LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
201,573 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above. |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above. |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.8% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
PN; HC |
CUSIP
No. 03823U102 |
13G/A |
Page 7 of
14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Citadel Securities GP LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
201,573 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above. |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above. |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.8% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
OO; HC |
CUSIP
No. 03823U102 |
13G/A |
Page 8 of
14
Pages |
1. |
NAME OF REPORTING PERSON |
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|
Kenneth Griffin |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ¨ |
|
(b) ¨ |
3. |
SEC USE ONLY |
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE VOTING
POWER |
|
|
0 |
|
|
|
|
6. |
SHARED
VOTING POWER |
|
|
1,965,107 shares |
|
|
|
|
|
|
|
7. |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8. |
SHARED
DISPOSITIVE POWER |
|
|
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
See Row 6 above |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
7.9% |
|
|
12. |
TYPE OF REPORTING PERSON |
|
IN; HC |
CUSIP
No. 03823U102 |
13G/A |
Page 9 of
14
Pages |
Applied Optoelectronics, Inc.
|
Item 1(b) |
Address of Issuer’s Principal
Executive Offices |
13139 Jess Pirtle Blvd., Sugar Land, TX 77478
|
Item 2(a) |
Name of Person Filing |
This Schedule 13G/A is being jointly filed by Citadel Advisors LLC
(“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel
GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC
IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth
Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel
Securities, CALC4 and CSGP, the “Reporting Persons”) with respect
to shares of common stock (and options and other securities
exercisable for, or convertible into, common stock) of the
above-named issuer owned by Citadel Equity Fund Ltd., a Cayman
Islands limited company (“CEFL”) and Citadel Securities.
Citadel Advisors is the portfolio manager for CEFL. CAH is the sole
member of Citadel Advisors. CGP is the general partner of CAH.
CALC4 is the non-member manager of Citadel Securities. CSGP is the
general partner of CALC4. Mr. Griffin is the President and Chief
Executive Officer of CGP, and owns a controlling interest in CGP
and CSGP.
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities
actually owned by such person (if any).
|
Item 2(b) |
Address of Principal Business Office The address of
the principal business office of each of the Reporting Persons is
131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is
organized as a limited liability company under the laws of the
State of Delaware. Each of CALC4 and CAH is organized as a limited
partnership under the laws of the State of Delaware. Mr. Griffin is
a U.S. citizen.
|
Item 2(d) |
Title of Class of
Securities |
Common stock, par value $0.001 per share
03823U102
CUSIP
No. 03823U102 |
13G/A |
Page 10 of
14
Pages |
|
Item 3 |
If this statement is filed
pursuant to Rules 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 Exchange Act; |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6)
of the Exchange Act; |
|
(c) |
¨ |
Insurance company as defined in
Section 3(a)(19) of the Exchange Act; |
|
(d) |
¨ |
Investment company registered under
Section 8 of the Investment Company Act; |
|
(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; |
|
(i) |
¨ |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act; |
|
(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:
____________.
CUSIP
No. 03823U102 |
13G/A |
Page 11 of 14
Pages |
|
(a) |
Citadel Advisors may be deemed to
beneficially own 1,763,534 shares of common stock. |
|
(b) |
The number of shares that Citadel
Advisors may be deemed to beneficially own constitutes
approximately 7.1% of the common stock outstanding. |
|
(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: 1,763,534 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 1,763,534 |
|
B. |
Citadel Advisors Holdings LP and
Citadel GP LLC |
|
(a) |
Each of Citadel Advisors Holdings LP
and Citadel GP LLC may be deemed to beneficially own 1,763,534
shares of common stock. |
|
(b) |
The number of shares that each of
Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to
beneficially own constitutes approximately 7.1% of the common stock
outstanding. |
|
(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: 1,763,534 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 1,763,534 |
|
C. |
Citadel Securities LLC |
|
(a) |
Citadel Securities LLC may be deemed
to beneficially own 201,573 shares of common stock. |
|
(b) |
The number of shares that Citadel
Securities LLC may be deemed to beneficially own constitutes
approximately 0.8% of the common stock outstanding. |
CUSIP
No. 03823U102 |
13G/A |
Page 12 of
14
Pages |
|
(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: 201,573 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 201,573 |
|
D. |
CALC IV LP and Citadel Securities
GP LLC |
|
(a) |
Each of CALC IV LP and Citadel
Securities GP LLC may be deemed to beneficially own 201,573 shares
of common stock. |
|
(b) |
The number of shares that each of CALC
IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes approximately 0.8% of the common stock
outstanding. |
|
(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: 201,573 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 201,573 |
|
(a) |
Mr. Griffin may be deemed to
beneficially own 1,965,107 shares of common stock. |
|
(b) |
The number of shares that Mr. Griffin
may be deemed to beneficially own constitutes approximately 7.9% of
the common stock outstanding. |
|
(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: 1,965,107 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 1,965,107 |
CUSIP
No. 03823U102 |
13G/A |
Page 13 of 14
Pages |
|
Item 5 |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following ¨ .
|
Item 6 |
Ownership of More than Five Percent on Behalf of Another
Person |
Not Applicable
|
Item 7 |
Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company |
See Item 2 above
|
Item 8 |
Identification and Classification of Members of the
Group |
Not Applicable
|
Item 9 |
Notice of Dissolution of Group |
Not Applicable
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP
No. 03823U102 |
13G/A |
Page 14 of
14
Pages |
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated this 16th day of February, 2021.
CITADEL SECURITIES LLC |
|
CITADEL ADVISORS LLC |
|
|
|
By: |
/s/ Guy
Miller |
|
By: |
/s/ Gregory
Johnson |
|
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
|
|
CALC IV LP |
|
CITADEL ADVISORS HOLDINGS LP |
|
|
|
By: |
/s/ Guy Miller |
|
By: |
/s/ Gregory Johnson |
|
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
|
|
CITADEL SECURITIES GP LLC |
|
CITADEL GP LLC |
|
|
|
By: |
/s/ Guy Miller |
|
By: |
/s/ Gregory Johnson |
|
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
|
|
|
|
KENNETH GRIFFIN |
|
|
|
|
|
By: |
/s/ Gregory Johnson |
|
|
|
Gregory Johnson, attorney-in-fact* |
* |
Gregory Johnson is signing on behalf of Kenneth Griffin as
attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby
incorporated by reference herein. The power of attorney was filed
as an attachment to a filing by Citadel Advisors LLC on Schedule
13G for Jaws Acquisition Corp. on February 1, 2021. |