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-1(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).
SCHEDULE 13D/A
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CUSIP No. 250639 10 1
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1.
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Names of Reporting Persons.
Richard Pui Hon Lau
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Hong Kong
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 8,557,539
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8.
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Shared Voting Power 0
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9.
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Sole Dispositive Power 8,557,539
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10.
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Shared Dispositive Power 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 8,557,539
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11) 53.1%
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14.
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Type of Reporting Person (See Instructions)
IN
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This Amendment No. 25 to Schedule
13D (this “Amendment”) amends and supplements the statements on the Amendment No. 1 to Schedule 13D (“Amendment
No. 1”) filed by Mr. Richard Pui Hon Lau (“Mr. Lau”) with the Securities and Exchange Commission (the “Commission”)
on May 30, 2014, the Amendment No. 2 to Schedule 13D filed by Mr. Lau with the Commission on July 29, 2014 (“Amendment No.
2”), the Amendment No. 3 to Schedule 13D filed by Mr. Lau with the Commission on September 29, 2014 (“Amendment No.
3”), the Amendment No. 4 to Schedule 13D filed by Mr. Lau with the Commission on February 9, 2015 (“Amendment No. 4”),
the Amendment No. 5 to Schedule 13D filed by Mr. Lau with the Commission on April 30, 2015 (“Amendment No. 5”), the
Amendment No. 6 to Schedule 13D filed by Mr. Lau with the Commission on July 10, 2015 (“Amendment No. 6”),
the Amendment No. 7 to Schedule
13D filed by Mr. Lau with the Commission on August 7, 2015 (“Amendment No. 7”), the Amendment No. 8 to Schedule 13D
filed by Mr. Lau with the Commission on November 2, 2015 (“Amendment No. 8”), the Amendment No. 9 to Schedule 13D filed
by Mr. Lau with Commission on November 27, 2015 (“Amendment No. 9”), the Amendment No. 10 to Schedule 13D filed by
Mr. Lau with the Commission on January 7, 2016 (“Amendment No. 10”), the Amendment No. 11 to Schedule 13D filed by
Mr. Lau with the Commission on February 18, 2016 (“Amendment No. 11”), the Amendment No. 12 to Schedule 13D filed by
Mr. Lau with the Commission on July 22, 2016 (“Amendment No. 12”), the Amendment No. 13 to Schedule 13D filed by Mr.
Lau with the Commission on September 23, 2016 (“Amendment No. 13”), the Amendment No. 14 to Schedule 13D filed by Mr.
Lau with the Commission on November 16, 2016 (“Amendment No. 14”), the Amendment No. 15 to Schedule 13D filed by Mr.
Lau with the Commission on April 13, 2017 (“Amendment No. 15”), the Amendment No. 16 to Schedule 13D filed by Mr. Lau
with the Commission on June 14, 2017 (“Amendment No. 16”), the Amendment No. 17 filed by Mr. Lau with the Commission
on July 12, 2017 (“Amendment No. 17,”), the Amendment No. 18 to Schedule 13D filed by Mr. Lau with the Commission on
September 21, 2017 (“Amendment No. 18”), the Amendment No. 19 to Schedule 13D filed by Mr. Lau with the Commission
on November 15, 2017 (“Amendment No. 19”), the Amendment No. 20 to Schedule 13D filed by Mr. Lau with the Commission
on February 1, 2018 (“Amendment No. 20”), the Amendment No. 21 to Schedule 13D filed by Mr. Lau with the Commission
on July 25, 2018 (“Amendment No. 21”), the Amendment No. 22 to Schedule 13D filed by Mr. Lau with the Commission on
October 25, 2018 (“Amendment No. 22”), the Amendment No. 23 to Schedule 13D filed by Mr. Lau with the Commission on
December 11, 2018 (“Amendment No. 23”), and the Amendment No. 24 to Schedule 13D filed by Mr. Lau with the Commission
on May 24, 2019 (“Amendment No. 24,” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11,
Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment
No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, and Amendment 23, the “Prior Amendments”), each with
respect to the common shares without par value (“Common Shares”) of Deswell Industries, Inc., a company organized under
the laws of the British Virgin Islands (the “Company”).
The percentage calculations in the
above cover page, and as set forth below, are based on a total outstanding number of Common Shares of 16,115,239.
Such number represents 15,915,239 outstanding Common Shares (as disclosed by the Company as of September 30, 2019), plus
the 200,000 Common Shares immediately exercisable by Mr. Lau under the Stock Option (as defined in Item 3).
Except as set forth herein, the
Prior Amendments remain unmodified.
Item 4. Purpose of Transaction.
Mr. Lau acquired the Common Shares
described in this Schedule 13D for investment purposes. Mr. Lau intends to review his investment in the Company on a continuing
basis. Depending on the price and availability of the Company’s securities, developments affecting the Company, the business
prospects of the Company, general stock market and economic conditions, tax considerations, investment considerations and/or other
factors deemed relevant, Mr. Lau may consider increasing or decreasing his investment in the Company, through one or more open
market purchases or private transactions.
As of November 19, 2018, Mr. Lau
beneficially owns the majority of the outstanding Common Shares of the Company. This will impede the acquisition of control by
any other person, unless Mr. Lau elects to sell his Common Shares. Mr. Lau does not have any current plans or proposals that relate
to or would result in any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a – b) As a result of the
open market purchases consummated by Mr. Lau since May 23, 2019, as of the date hereof Mr. Lau beneficially owns 8,557,539 Common
Shares. Such shares consist of 8,357,539 Common Shares held of record by Mr. Lau and an immediately exercisable option to purchase
up to 200,000 Common Shares. Such holdings represent 53.1% of the Common Shares. Mr. Lau has sole power to vote and dispose of
all Common Shares held of
record by Mr. Lau as of the date
hereof, and upon exercise of any portion of the Stock Option, would have sole power to vote and dispose of any Common Shares so
acquired.
(c) Mr. Lau has individually engaged
in and effected the following open market purchases of Common Shares in the past sixty days:
Purchase Date
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Number of Shares Purchased
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Purchase Price
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October 2, 2019
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601
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$2.55
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October 3, 2019
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4,600
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$2.55
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November 1, 2019
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185
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$2.55
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November 4, 2019
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823
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$2.55
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November 8, 2019
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7,408
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$2.60
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November 11, 2019
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42,592
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$2.60
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November 12, 2019
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50,000
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$2.60
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(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry, and to
the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true,
complete and correct.
/s/ Richard Pui Hon Lau
Richard Pui Hon Lau
Date: November 20, 2019