Sec Form 13G Filing - Shu Lee-Lean filing for GSI TECHNOLOGY (GSIT) - 2021-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o            Rule 13d-1(b)

o            Rule 13d-1(c)

x          Rule 13d-1(d)

*  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).

(1) Includes (i) 1,982,417 shares owned directly and (ii) options to purchase 625,000 shares of Common Stock that are exercisable within 60 days of December 31, 2020.

(2) Includes (i) 13,600 shares held by Mr. Shu’s children, (ii) 530,939 shares held by Mr. Shu’s spouse, and (iii) 74,768 shares issuable upon exercise of options held by his spouse that are exercisable within 60 days of December 31, 2020.  Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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Item 1.

(a)         Name of Issuer:

(b)         Address of Issuer’s Principal Executive Offices:

Item 2.

(a)         Name of Person Filing:

(b)         Address of Principal Business Office or, if None, Residence:

(c)          Citizenship:

(d)         Title of Class of Securities:

(e)          CUSIP Number:

Item 3.              If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)         o  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)         o  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)          o  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)         o  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)          o  An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);

(f)           o  An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

(g)          o  A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);

(h)          o  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)             o  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)            o  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)         o  Group, in accordance with §240.13d-l(b)(l)(ii)(J).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

x Not applicable.

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Item 4.              Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)         Amount beneficially owned:

(b)         Percentage of Class:

(c)          Number of shares as to which such person has:

(i)           Sole power to vote or to direct the vote:

(ii)        Shared power to vote or to direct the vote:

(iii)     Sole power to dispose or to direct the disposition of:

(iv)    Shared power to dispose or to direct the disposition of:

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 five percent of the class of securities, check the following  o

Not applicable.

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.

Not applicable.

(1) Includes (i) 1,982,417 shares owned directly and (ii) options to purchase 625,000 shares of Common Stock that are exercisable within 60 days of December 31, 2020.

(2) Includes (i) 13,600 shares held by Mr. Shu’s children, (ii) 530,939 shares held by Mr. Shu’s spouse, and (iii) 74,768 shares issuable upon exercise of options held by his spouse that are exercisable within 60 days of December 31, 2020.  Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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Item 8.              Identification and Classification of Members of the Group.

Not applicable.

Item 9.              Notice of Dissolution of Group.

Not applicable.

Item 10.       Certification.

Not applicable.

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SIGNATURE

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.

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