Sec Form 13D Filing - Simplot Taiwan Inc. filing for SemiLEDs Corp (LEDS) - 2024-01-18

  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

  SHARED VOTING POWER:

  2,445,299¹

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,445,299¹

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,445,299¹

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

  ☐

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

  49.2%²

  TYPE OF REPORTING PERSON (See Instructions):

  CO

Consists of 2,445,299 shares of Common Stock (“Shares”) held of record by Simplot Taiwan, Inc., a wholly-owned subsidiary of J.R. Simplot Company.

Based on the quotient obtained by dividing (a) the aggregate number of Shares set forth on Row 11, by (b) 4,969,032 Shares outstanding as of January 4, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2024.

  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

  SHARED VOTING POWER:

  2,445,299³

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,445,299³

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,445,299³

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

  ☐

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

  49.2%⁴

  TYPE OF REPORTING PERSON (See Instructions):

  CO-HC

Consists of 2,445,299 shares of Common Stock held of record by Simplot Taiwan, Inc., a wholly-owned subsidiary of J.R. Simplot Company.

Based on the quotient obtained by dividing (a) the aggregate number of Shares set forth on Row 11, by (b) 4,969,032 Shares outstanding as of January 4, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2024.

  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

  SHARED VOTING POWER:

  31,036⁵

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  31,036⁵

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  31,036⁵

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

  ☐

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

  0.6%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 set forth on Row 11, by (b) 4,969,032 Shares outstanding as of January 4, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2024.

  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

  SHARED VOTING POWER:

  31,036⁷

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  31,036⁷

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  31,036⁷

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

  ☐

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

  0.6%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 set forth on Row 11, by (b) 4,969,032 Shares outstanding as of January 4, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2024.

  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:

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  2,476,335⁹

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  2,476,335⁹

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,476,335⁹

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

  ☐

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

  49.8%¹⁰

  TYPE OF REPORTING PERSON (See Instructions):

  IN

Consists of (i) 2,445,299 shares held of record by Simplot Taiwan Inc. and (ii) 31,036 Shares held of record by JRS Properties III LLLP. Scott R. Simplot (“Mr. Simplot”) is the chairman of J.R. Simplot Company and a manager of JRS Management, L.L.C.. Accordingly, Mr. Simplot may be deemed to have shared voting and dispositive power of the Shares set forth on Row 11. 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 set forth on Row 11, by (b) 4,969,032 Shares outstanding as of January 4, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2024.

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

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

ii.  J.R. Simplot Company, a Nevada corporation (“Simplot Company”);

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

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

v.  Scott R. Simplot (“Mr. Simplot”), a citizen of the United States of America.

Simplot Taiwan is wholly owned by Simplot Company. Mr. Simplot is the chairman of Simplot Company and a manager of JRS Management.

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 Original Schedule 13D.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

PURPOSE OF TRANSACTION

INTEREST IN SECURITIES OF THE ISSUER

Simplot Taiwan is the beneficial owner of 2,445,299 shares of Common Stock, representing approximately 49.2% of the total outstanding shares of 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. Rather, Simplot Taiwan shares voting and dispositive power over such shares with Simplot Company and Mr. Simplot.

Simplot Company is the beneficial owner of 2,445,299 shares of Common Stock, representing approximately 49.2% of the total outstanding shares of Common Stock, as calculated on the part of the cover page for Simplot Company. Simplot Company does not have sole voting or dispositive power over any such shares. Rather, Simplot Company shares voting and dispositive power over such shares with Simplot Taiwan and Mr. Simplot.

JRS Properties is the beneficial owner of 31,036 shares of Common Stock, representing approximately 0.6% of the total outstanding shares of Common Stock, as calculated on the part of the cover page for JRS Properties. JRS Properties does not have sole voting or dispositive power over any such shares. Rather, JRS Properties shares voting and dispositive power over such shares with JRS Management and Mr. Simplot, as well as with Stephen A. Beebe, the other manager of JRS Management.

JRS Management is the beneficial owner of 31,036 shares of Common Stock, representing approximately 0.6% of the total outstanding shares of Common Stock, as calculated on the part of the cover page for JRS Management. JRS Management does not have sole voting or dispositive power over any such shares. Rather, JRS Management shares voting and dispositive power over such shares with JRS Properties and Mr. Simplot, as well as with Mr. Beebe.

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

MATERIAL TO BE FILED AS EXHIBITS