Statement of Changes in Beneficial Ownership (4)
May 28 2020 - 10:09AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Simplot Taiwan Inc. |
2. Issuer Name and Ticker or Trading Symbol
SemiLEDs Corp
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LEDS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1099 WEST FRONT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2020 |
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(Street)
BOISE, ID 83702
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 1489934 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $3.00 | 5/26/2020 | | C (1) | | | $300000.00 (1) | 11/25/2019 | (2) | Common Stock | 100000 | $0.00 | 400000 (3) | D | |
| Explanation of Responses: |
| (1) | On February 7, 2020, J.R. Simplot Company, the sole owner of Simplot Taiwan Inc., assigned a Convertible Unsecured Promissory Note initially issued to J.R. Simplot Company in the original principal amount of $1,500,000 (the "Note"), to Simplot Taiwan Inc. for no consideration. The Note is convertible into Common Stock at any time at a conversion price of $3.00 per share. On May 26, 2020, Simplot Taiwan Inc. converted $300,000 of the Note into 100,000 shares of Common Stock. Previously, Simplot Taiwan Inc. had included the 500,000 shares into which the Note was convertible in its total shares of Common Stock owned directly, as such shares could be acquired within 60 days, along with 989,934 shares of Common Stock owned of record. As of this filing, the shares owned directly consists of 1,089,934 shares of Common Stock owned of record and 400,000 shares of Common Stock into which the Note is convertible. |
| (2) | The Note has no expiration date. |
| (3) | Consists of the number of shares into which the remaining principal balance of the Note is convertible following the conversion described above. Accordingly, J Simplot Taiwan Inc. may be deemed to have voting and investment power over the shares into which such Note is convertible. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Simplot Taiwan Inc.
1099 WEST FRONT STREET
BOISE, ID 83702 |
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Signatures
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| /s/ Scott R. Simplot as Director of Simplot Taiwan Inc. | | 5/28/2020 |
| **Signature of Reporting Person | Date |
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