CUSIP No. 816645105
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on
February 28, 2020 by the Reporting Persons with respect to the Common Stock of SemiLEDs Corporation, a Delaware corporation, beneficially owned by the Reporting Persons.
ITEM 1. SECURITY AND ISSUER
This Amendment
No. 1 to Schedule 13D relates to the Common Stock, par value $0.0000056 per share (the “Common Stock”), of SemiLEDS Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the
Issuer is 3F, No. 11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C.
ITEM 2. IDENTITY AND BACKGROUND
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(a)
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This Schedule 13D is being jointly filed by:
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Simplot Taiwan Inc., an Idaho corporation (“Simplot Taiwan”);
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J.R. Simplot Company, a Nevada corporation (“Simplot Company”), which owns 100% of the common stock of
Simplot Taiwan;
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JRS Properties III LLLP, an Idaho limited liability limited partnership (“JRS Properties”);
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JRS Management, L.L.C., an Idaho limited liability company (“JRS Management”); and
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Scott R. Simplot (“Mr. Simplot”), the chairman of Simplot Company and a manager of JRS Management.
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The Reporting Persons entered into a Joint Filing Agreement dated February 28, 2020, a copy of which is
incorporated by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13D filed February 28, 2020.
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(b)
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The address of the principal office of each of the Reporting Persons is 1099 West Front Street, Boise, Idaho
83702.
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(c)
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Each Reporting Person is engaged in the food and agribusiness industry as its principal business. The principal
occupation of Mr. Simplot is serving as chairman of Simplot Company.
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(d)-(e)
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None of the Reporting Persons have, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 25, 2019, Simplot Company purchased a Convertible Unsecured Promissory Note (the “Note”) in the original principal amount of
$1,500,000, from the Issuer. The Note is convertible into Common Stock at any time at a conversion price of $3.00 per share. Accordingly, Simplot Company may be deemed to beneficially own the shares of Common Stock into which the Note is
convertible. The Note was purchased with funds of Simplot Company held for investment purposes. On February 7, 2020, Simplot Company assigned the Note to Simplot Taiwan for no consideration. On May 26, 2020, Simplot Taiwan converted
$300,000 of the Note into 100,000 shares of Common Stock.
Previously, Simplot Taiwan and JRS Properties received shares of Common Stock via conversion of
their shares of Preferred Stock in the Issuer upon the effectiveness of the Issuer’s Registration Statement on Form S-1 filed on December 8, 2010. Such shares of Preferred Stock were purchased with
funds of Simplot Taiwan and JRS Properties held for investment purposes.
ITEM 4. PURPOSE OF TRANSACTION
Simplot Company purchased the Note for investment purposes. Simplot Taiwan obtained the Note from Simplot Company for investment purposes, and converted a
portion of the Note for investment purposes. At this time, none of the Reporting Persons has any current plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D, except as Mr. Simplot may be expected to consider in the course of his service on the Board of Directors of the Issuer.