Sec Form 13D Filing - Westech Investment Advisors LLC filing for Venture Lending & Leasing VIII Inc.Venture Lending & Leasing VIII Inc. - 2022-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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 Rule 13d‑1(e), Rule 13d‑1(f) or Rule 13d‑1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7(b) for other parties to whom copies are to be sent.

* 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 (the “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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This Amendment No. 1 amends and restates in its entirety the Schedule 13D filed by the undersigned on February 1, 2016 (“Amendment No. 1”).

As set forth in Item 3 below, in connection with the death of Ron W. Swenson on August 27, 2021, Mr. Swenson ceased to be a beneficial owner of more than five percent (5%) of the Shares (as defined below), and all of the Shares beneficially owned by Mr. Swenson, and Mr. Swenson’s interest in WIM, were subsequently contributed to the Bonnie Sue Swenson Survivor’s Trust, effective January 1, 2022.

This statement relates to common shares, $0.001 par value per share, of Venture Lending & Leasing VIII, Inc., a Maryland corporation (the “Issuer”), of which 100,000 shares are outstanding (the “Shares”). The principal executive offices of the Issuer are located at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

(a) This Schedule 13D is filed by Westech Investment Advisors LLC, a California limited liability company (“Westech”), which is the Reporting Person. Venture Lending & Leasing VIII, LLC (the “Company”), a Delaware limited liability company, is the sole shareholder of the Issuer. Westech is the managing member of the Company and the investment manager of the Issuer, and each of Mrs. Bonnie S. Swenson, in her capacity as trustee (the “Trustee”) of the Bonnie Sue Swenson Survivor’s Trust (the “Trust”), and Mr. Salvador O. Gutierrez owns a controlling interest in Westech through the controlling interests each holds in Westech Investment Management, Inc., a California corporation (“WIM”). Pursuant to the Second Amended and Restated Operating Agreement of the Company (the “Operating Agreement”), the members of the Company have pass-through voting rights such that if any vote or consent is to be cast or given by the Company as the sole shareholder of the Issuer, then Westech must first obtain direction from the members of the Company on how to cast such vote or give such consent on behalf of the Company (such operative provisions are attached hereto as Exhibit 1). The required vote or consent of the members to give such direction parallels the vote or consent required of the shareholders of the Issuer (i.e. if a matter requires the consent of the holders of two-thirds of the outstanding shares of the Issuer, then the vote or consent required of the members of the Company is the approval by the holders of two-thirds or more in interest of the members of the Company). Each of Westech, the Company, Mr. Gutierrez and the Trustee expressly disclaims membership in any group.

The names, business addresses, principal occupations and citizenship of each director, executive officer and controlling shareholder of Westech are set forth on Schedule A, which is incorporated herein by this reference.

(b) The principal business and office address of the Company, the Trust and Westech is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

(c) The principal business of the Company is to acquire and hold all of the Shares. Westech is a registered investment adviser under the Investment Advisers Act of 1940. The Trust is a revocable trust.

(d)Neither the Company, Westech nor any other person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Company, Westech nor any other person listed on Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f) See Schedule A.

The Company purchased all of the 100,000 Shares of the Issuer for $25,000 at a per share price of $0.25 pursuant to a Stock Purchase Agreement, dated as of May 9, 2015. The working capital of the Company was the source of the purchase price. Accordingly, on May 29, 2015 when the Shares of the Issuer were registered and offered at a par value of $0.001, (i) Westech became a beneficial owner of all of the Shares because of its position as managing member of the Company and the investment manager of the Issuer and (ii) each of Ron W. Swenson and Salvador O. Gutierrez became a beneficial owner of all of the Shares due to their officer and director positions with Westech and to their controlling ownership, through their respective interests in WIM, of the outstanding voting interests in Westech.

Upon the death of Ron W. Swenson on August 27, 2021, he ceased to be an officer and director of Westech. All of the Shares previously held by Mr. Swenson and Mr. Swenson’s interest in WIM were subsequently transferred, for no consideration, to the Trust, effective January 1, 2022. As the sole trustee of the Trust, the Trustee is the beneficial owner of all of the Shares due to her controlling ownership, through her interest in WIM, of the outstanding voting interests in Westech.

See also Item 5(c) below.

The Company was formed to acquire and own all of the Shares. All of the Shares are currently held by the Company. The Issuer is a non-diversified closed-end management investment company which has elected to be treated as a business development company under the Investment Company Act of 1940. The Issuer primarily provides secured debt financing to selected venture capital-backed companies, and secondarily provides debt financing to public and late-stage development private companies. Neither the Shares nor the interests in the Company are traded on a national securities exchange or quoted on an inter-dealer system of a national securities association.

None of the Company, Westech or any person listed on Schedule A is aware of any plan or proposal which the Company, Westech or the persons listed on Schedule A may have which relate to or would result in:

Each of the Company and Westech and the persons listed on Schedule A expects to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, conditions in the securities markets, general economic and industry conditions and other factors. Accordingly, each of the Company and Westech and the persons listed on Schedule A reserves the right to change its plans and intentions at any time, as such person deems appropriate.

(a) The aggregate percentage of Shares of the Issuer reported to be owned by Westech is based upon 100,000 Shares outstanding. As of the date of this Schedule, the Company is the record holder of all of the Shares.

By reason of its position as managing member of the Company and the investment manager of the Issuer, Westech is the beneficial owner of all of the Shares.

The Trustee and Mr. Gutierrez each own 33% of the outstanding voting interests in Westech through their ownership of WIM. By reason of such ownership and by reason of Mr. Gutierrez’s director position with Westech, the Trustee and Mr. Gutierrez may be deemed to beneficially own all of the Shares. In addition, by reason of her direct and indirect beneficial ownership of interests in the Company, the Trustee may be deemed to beneficially own 325 Shares of the Issuer (236 shares by reason of an interest in the Company held directly by the Trust and 89 shares by reason of an interest in the Company owned by Westech), constituting 0.33% of the Shares. By reason of his direct and indirect beneficial ownership of interests in the Company, Mr. Gutierrez may be deemed to beneficially own 558 Shares of the Issuer (472 shares by reason of an interest in the Company owned by a community trust for which he serves as trustee and 86 shares by reason of an interest in the Company owned by Westech), constituting 0.55% of the Shares.

With respect to the persons listed on Schedule A, based on each person’s direct or indirect beneficial ownership of interests in the Company, each of Messrs. Cohan, Wanek and Werdegar may be deemed to beneficially own less than 0.2% of the Shares of the Issuer.

(b) Westech, by reason of its position as managing member of the Company and investment manager of the Issuer, has voting and dispositive power with respect to the Shares held by the Company.

By reason of the Trust’s ownership of outstanding interests in Westech through its ownership of WIM, the Trustee may be deemed (i) to share dispositive power with the Company with respect to the Shares held by the Company and (ii) to share voting power with the Company with respect to the 260 Shares of the Issuer beneficially owned by Westech.

By reason of his director position with Westech and his ownership of outstanding interests in Westech through his ownership of WIM, Mr. Gutierrez may be deemed (i) to share dispositive power with the Company with respect to the Shares held by the Company and (ii) to share voting power with the Company with respect to the 260 Shares of the Issuer beneficially owned by Westech.

Because of each person’s direct or indirect beneficial ownership of interests in the Company (as more fully described in (a) above), such person may be deemed to share voting power with the Company with respect to the following number of Shares of the Issuer: (i) Mrs. Swenson, 325 Shares of the Issuer; (ii) Mr. Gutierrez, 558 Shares of the Issuer; (iii) Mr. Cohan, 116 Shares of the Issuer; (iv) Mr. Wanek, 116 Shares of the Issuer; and (v) Mr. Werdegar, 161 Shares of the Issuer.

(c) In connection with Mr. Swenson’s death, all of the Shares previously held by Mr. Swenson and Mr. Swenson’s interest in WIM were transferred, for no consideration, to the Trust, effective January 1, 2022. As the sole trustee of the Trust, the Trustee is a beneficial owner of all of the Shares due to her controlling ownership, through her interest in WIM, of the outstanding voting interests in Westech.

(d) No person other than the Reporting Persons and the members of the Company is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) This Amendment No. 1 constitutes an exit filing for Ron W. Swenson.

Except as described in this Schedule 13D, there are no contracts, arrangements or understandings among the Reporting Person or persons listed on Schedule A, or between the Reporting Person or persons listed on Schedule A, and any other person, with respect to the Shares of the Issuer.

* Previously filed as exhibit 6 to our Schedule 13D, filed with the SEC on February 1, 2016 and hereby incorporated by reference.

SIGNATURES

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

Dated: February 14, 2022

WESTECH INVESTMENT ADVISORS LLC

The following table sets forth the name and present principal occupation of each director, executive officer and control person of Westech Investment Advisors LLC. The business address of each such person is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. Each person listed below is a citizen of the United States.