Sec Form 13D Filing - Su Sih (BVI) Ltd filing for TTM TECHNOLOGIES INC (TTMI) - 2021-04-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Final Amendment)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

31/F., Peninsula Tower, 538 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With a copy to:

James C. Lin, Esq.

Davis Polk & Wardwell LLP

c/o 18th Floor, The Hong Kong Club Building

3A Chater Road

Hong Kong

(852) 2533-3300

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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).

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Item 1.   Security and Issuer.

This Amendment (the “Final Amendment”) amends the Schedule 13D filed on April 19, 2010, as amended by Amendment No. 6 to the Schedule 13D filed on August 15, 2018 (as amended, the “Prior Filing”) by the Reporting Persons relating to the common stock, par value $0.001 per share (the “Shares”), of TTM Technologies, Inc. (the “Company”) , a corporation organized under the laws of Delaware, whose corporate office is located at 200 East Sandpointe, Suite 400, Santa Ana, CA 92707, California. Capitalized terms not defined herein shall have the meaning given to them in the Prior Filing.

Item 4.   Purpose of Transaction.

Item 4 of the Prior Filing is hereby amended and restated in its entirety as follows:

As of April 13, 2021 (the “Relevant Date”), Su Sih (BVI) Limited (“Su Sih”) executed a total sale of 794,373 Shares at an average price of $14.86 per Share to the open market in reliance on Rule 144 under the Act.

As a result of the transactions described herein, none of the Reporting Persons holds the Shares with any purpose, or with the effect, of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having that purpose or effect.

As a result of the transactions described herein, Su Sih (BVI) Limited will cease to be the beneficial owner of more than five percent of the Shares. The filing of this Final Amendment constitutes an exit filing for Su Sih (BVI) Limited.

Except as set forth in this Final Amendment, Su Sih (BVI) Limited has no present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of item 4 of Schedule 13D. Following the sale, Su Sih (BVI) Limited may from time to time review their investment and, subject to the approval of the other directors of Su Sih (BVI) Limited (as set forth in Schedule A to the Prior Filing), decide (i) to acquire additional securities of the Company, through open market purchases, privately negotiated transactions or otherwise, or (ii) to dispose of all or a portion of the securities of the Company owned by it in the open market, in privately negotiated transactions or otherwise. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations.

Item 5.    Interest in Securities of the Issuer.

Item 5 of the Prior Filing is hereby amended and restated in its entirety as follows:

The responses to Rows (7) through (13) of the cover pages of this Final Amendment are hereby incorporated by reference in this Item 5. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of Su Sih (BVI) Limited are set forth on Schedule C hereto, which is incorporated herein by reference.

As of the Relevant Date following the sale of the Shares as described above, Su Sih (BVI) Limited beneficially owns 5,345,001 Shares. As set forth above, Su Sih (BVI) Limited will cease to be the beneficial owner of more than five percent of the Shares. The filing of this Final Amendment constitutes an exit filing for Su Sih (BVI) Limited.

Pursuant to the Articles of Association of Su Sih (BVI) Limited, any acquisition by Su Sih (BVI) Limited of assets, or any sale, transfer, lease, exchange or other disposition of Su Sih (BVI) Limited assets must be approved by all directors of Su Sih (BVI) Limited. As a result, all potential future dispositions of the Shares beneficially owned by Su Sih (BVI) Limited will require the approval of all of its directors. As of the Relevant Date, and as set forth in Schedule C hereto, the directors of Su Sih (BVI) Limited are Mr. Tang Ying Yen, Henry, Ms. Tang Ying Ming, Mai and Mr. Tang William Harry Jiasheng.

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Except as disclosed in this Final Amendment, neither Su Sih (BVI) Limited, nor, to the best of their knowledge, any of the persons listed in Schedule C to the Prior Filing, beneficially own any Shares or have the right to acquire any Shares.

Except as disclosed in this Final Amendment, neither Su Sih (BVI) Limited, nor, to the best of their knowledge, any of the persons listed in Schedule C to the Prior Filing, presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.

Except as disclosed in this Final Amendment, neither Su Sih (BVI) Limited, nor, to the best of their knowledge, any of the persons listed in Schedule C to the Prior Filing, have effected any transaction in the Shares during the past 60 days.

To the best knowledge of Su Sih (BVI) Limited, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by them.

Schedule C attached to the Prior Filing shall be deleted in their entirety, and replaced with Schedule C attached to this Final Amendment.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, certify that the information set forth in this statement is true, complete and correct.

Dated: April 15, 2021

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SCHEDULE C

Shares Beneficially Owned by the Directors and Executive Officers of Su Sih (BVI) Limited

(1)         For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of Shares outstanding and either the number of Shares underlying share options held by such person that are exercisable within 60 days after the Relevant Date or the number of restricted shares held by such person that will be vested within 60 days after the Relevant Date, as the case may be. The total number of Shares outstanding as of the Relevant Date is 106,906,227.