Alliance Fiber Optic Products Inc - Statement of Ownership (SC 13G)
February 08 2008 - 1:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ALLIANCE FIBER OPTIC PRODUCTS, INC.
(Name of Issuer)
Common Stock
, par value $0.001
(Title of Class of Securities)
018680 10 8
(CUSIP Number)
December 31, 200
7
(Date of Event which Requires Filing of 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 the 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).
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CUSIP No.
018680 10 8
|
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1
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NAMES OF REPORTING
PERSONS:
Peter C. Chang
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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4,610,000
shares*
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6
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SHARED VOTING
POWER
|
1,996
,600 shares
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|
7
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SOLE DISPOSITIVE POWER
|
4,610,000
shares*
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8
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SHARED DISPOSITIVE
POWER
|
1,996
,600 shares
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
6,606,600
shares*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9)
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
15.5
%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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*Subject to applicable community property laws. Includes 40,000 shares held in the
name of Mr. Chang’s minor children and also includes 1,550,000 shares subject
to outstanding stock options exercisable within 60 days of December 31, 2007.
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CUSIP No.
018680 10 8
|
|
1
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NAMES OF REPORTING
PERSONS:
Chang Family LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
77-0553025
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
|
3
|
SEC Use Only
|
|
4
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CITIZENSHIP OR PLACE OF
ORGANIZATION California
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5
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SOLE VOTING
POWER
|
None
|
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6
|
SHARED VOTING
POWER
|
1,996
,600
shares
|
|
7
|
SOLE DISPOSITIVE POWER
|
None
|
|
8
|
SHARED DISPOSITIVE
POWER
|
1,996
,600
shares
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
1,996,6
00
shares
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9)
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4
.9%
|
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
00
|
Item 1(a) Name of Issuer
:
Alliance Fiber Optic Products, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
:
275 Gibraltar Drive, Sunnyvale, California 94089
Item 2(a) Name of Person Filing
:
(i) Peter C. Chang;
(ii) Chang Family LLC
Item 2(b) Address of Principal Business Office or, if none, Residence:
275 Gibraltar Drive, Sunnyvale, California 94089
Item 2(c) Citizenship:
(i) United States;
(ii) California
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e) CUSIP Number:
018680 10 8
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker or Dealer registered under Section 15
of the Act.
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(b)
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o
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Bank as defined in section 3(a) (6)
of the Act.
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(c)
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o
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Insurance Company as defined in
section 3(a) (19) of the Act.
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(d)
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o
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Investment Company registered under
section 8 of the Investment Company Act.
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(e)
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o
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An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or an
endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control
person in accordance with Section 240.13d-1(b)(ii)(G);
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(h)
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o
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A saving association as defined in
Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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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;
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(j)
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o
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Group, in accordance with Section
240.13d-1(b)(ii)(J).
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Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 6,606,600 shares of Common Stock beneficially owned
by Peter C. Chang, of which 1,996,600 shares are held by the Chang Family
LLC.
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(b)
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Percent of class: Peter C. Chang and the Chang Family LLC beneficially own
15.5% and 4.9%, respectively. The calculation of percentage of beneficial
ownership was derived from the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2007, in which the Issuer stated that the
number of shares of Common Stock outstanding as of November 2, 2007 was
41,092,335.
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(c)
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Number of shares as to which the person has:
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(i) Sole power
to vote or to direct the vote: 6,606,600 shares*
(ii) Shared power to vote or to direct the vote: 1,996,600 shares held
by the Chang Family LLC.
(iii) Sole power to dispose or to direct the disposition of: 6,606,600
shares*
(iv) Shared power to dispose or to direct the disposition of:
1,996,600 shares held by the Chang Family LLC.
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Item 5.
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Ownership of
Five Percent or Less of a Class
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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 [ ].
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Item 6.
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Ownership of
More than Five Percent on Behalf of Another Person
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Peter C.
Chang beneficially owns 6,606,6
00
shares,
of which 1,996,600 shares are held by the Chang Family LLC (Mr. Chang and his
wife, Mary C. Chen, are the Managing Members). In addition, 40,000 shares are
held in the name of Mr. Chang’s minor children.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the
Group
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Not applicable.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
Not applicable.
* Subject to applicable community property laws. Includes 40,000 shares held in
the name of Mr. Chang’s minor children and also includes 1,550,000 shares
subject to outstanding stock options exercisable within 60 days of December 31,
2007.
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.
Dated: February 8, 2008.
/s/Peter C.
Chang
Peter C. Chang
CHANG FAMILY LLC
By:
/s/Peter C.
Chang
Peter C. Chang
Managing Member
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on
behalf of each of them, of a Statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of Alliance Fiber Optic Products, Inc. Each of them is
responsible for the timely filing of such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information concerning such person contained therein;
but none of the is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is
inaccurate.
Date: February 8, 2008
/s/Peter C.
Chang
Peter C. Chang
CHANG FAMILY LLC
By:
/s/Peter C.
Chang
Peter C. Chang
Managing Member
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