Sec Form 13D Filing - Simplot Taiwan Inc. filing for SEMILEDS CORP COM (LEDS) - 2020-02-28

  NAMES OF REPORTING PERSONS:

  Simplot Taiwan Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (See Instructions):

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 shares

  SHARED VOTING POWER:

  989,934¹ shares

  SOLE DISPOSITIVE POWER:

  0 shares

  SHARED DISPOSITIVE POWER:

  1,489,934¹ shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  1,489,934¹ shares

  CHECK IF THE AGGREGATE AM OUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  36.4%²

  TYPE OF REPORTING PERSON (See Instructions):

  CO

Consists of (i) 989,934 shares of Common Stock (“Shares”) held of record by Simplot Taiwan Inc., a wholly-owned subsidiary of J.R. Simplot Company, and (ii) 500,000 Shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of a convertible promissory note that is convertible into Shares at any time (the “Note”).

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) the sum of (i) 3,594,015 Shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 Shares into which the Note may be converted.

  NAMES OF REPORTING PERSONS:

  J.R. Simplot Company

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (See Instructions):

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 shares

  SHARED VOTING POWER:

  1,489,934³ shares

  SOLE DISPOSITIVE POWER:

  0 shares

  SHARED DISPOSITIVE POWER:

  1,489,934³ shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  1,489,934³ shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  36.4%⁴

  TYPE OF REPORTING PERSON (See Instructions):

  CO

Consists of (i) 989,934 Shares held of record by Simplot Taiwan Inc., a wholly-owned subsidiary of J.R. Simplot Company, and (ii) 500,000 Shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of the Note.

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) the sum of (i) 3,594,015 Shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 Shares into which the Note may be converted.

  NAMES OF REPORTING PERSONS:

  JRS Properties III LLLP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (See Instructions):

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 shares

  SHARED VOTING POWER:

  31,036⁵ shares

  SOLE DISPOSITIVE POWER:

  0 shares

  SHARED DISPOSITIVE POWER:

  31,036⁵ shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  31,036⁵ shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  0.9%⁶

  TYPE OF REPORTING PERSON (See Instructions):

  PN

Consists of 31,036 Shares held of record by JRS Properties III LLLP.

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019.

  NAMES OF REPORTING PERSONS:

  JRS Management L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (See Instructions):

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 shares

  SHARED VOTING POWER:

  31,036⁷ shares

  SOLE DISPOSITIVE POWER:

  0 shares

  SHARED DISPOSITIVE POWER:

  31,036⁷ shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  31,036⁷ shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  0.9%⁸

  TYPE OF REPORTING PERSON (See Instructions):

  HC

Consists of 31,036 Shares held of record by JRS Properties III LLLP. JRS Management L.L.C. is the general partner of JRS Properties III LLLP.

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019.

  NAMES OF REPORTING PERSONS:

  Scott R. Simplot

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (See Instructions):

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 shares

  SHARED VOTING POWER:

  1,520,970⁹ shares

  SOLE DISPOSITIVE POWER:

  0 shares

  SHARED DISPOSITIVE POWER:

  1,520,970⁹ shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  1,520,970⁹ shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  37.2%¹⁰

  TYPE OF REPORTING PERSON (See Instructions):

  IN

Consists of (i) 989,934 shares held of record by Simplot Taiwan Inc. (ii) 500,000 shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of the Note, and (iii) 31,036 Shares held of record by JRS Properties III LLLP. Mr. Simplot is the chairman of J.R. Simplot Company and a manager of JRS Management, L.L.C. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 9, by (b) the sum of (i) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 shares into which the Note may be converted.

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

This Schedule 13D is being jointly filed by:

Simplot Taiwan Inc., an Idaho corporation (“Simplot Taiwan”);

J.R. Simplot Company, a Nevada corporation (“Simplot Company”), which owns 100% of the common stock of Simplot Taiwan;

JRS Properties III LLLP, an Idaho limited liability limited partnership (“JRS Properties”);

JRS Management, L.L.C., an Idaho limited liability company (“JRS Management”); and

Scott R. Simplot (“Mr. Simplot”), the chairman of Simplot Company and a manager of JRS Management.

The address of the principal office of each of the Reporting Persons is 1099 West Front Street, Boise, Idaho 83702.

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.

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.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

PURPOSE OF TRANSACTION

INTEREST IN SECURITIES OF THE ISSUER

Simplot Taiwan is the beneficial owner of 1,489,934 shares of Common Stock, equal to 36.4% of the Common Stock, as calculated on the part of the cover page for Simplot Taiwan. Simplot Taiwan does not have sole voting or dispositive power over any such shares. Simplot Taiwan shares the voting and dispositive power over such shares with Simplot Company and Mr. Simplot.

Simplot Company purchased the Note on November&#x A0;25, 2019 and assigned it to Simplot Taiwan on February 7, 2020.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

MATERIAL TO BE FILED AS EXHIBITS