Amended Statement of Ownership (sc 13g/a)
February 09 2022 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
GSI Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36241U106
(CUSIP Number)
December 31,
2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* 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).
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1.
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Names of Reporting Persons.
Robert Yau
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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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¨
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(b)
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¨
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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
250,000(1)
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6.
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Shared Voting Power
981,439(2)
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7.
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Sole Dispositive Power
250,000(1)
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8.
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Shared Dispositive Power
981,439(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,231,439(1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). ¨
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11.
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Percent of Class Represented by Amount in Row (9)
4.9%
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12.
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Type of Reporting Person (See Instructions):
IN
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(1)
Represents options to purchase 250,000 shares of Common Stock that are exercisable within 60 days of December 31, 2021.
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(2) Includes (i) 977,439 shares held by Yau Revocable Trust,
for which Mr. Yau serves as co-trustee and (ii) 4,000 shares held directly by Mr. Yau’s spouse.
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Item 1.
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(a)
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Name
of Issuer:
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GSI Technology,
Inc. (the “Company”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
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1213
Elko Drive, Sunnyvale, CA 94089
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Item 2.
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(a)
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Name
of Person Filing:
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Robert Yau
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(b)
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Address
of Principal Business Office or, if None, Residence:
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1213
Elko Drive, Sunnyvale, CA 94089
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(c)
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Citizenship:
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United
States
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(d)
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Title
of Class of Securities:
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Common Stock
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(e)
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CUSIP
Number:
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36241U106
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Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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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:
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x
Not applicable.
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:
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1,231,439(1)(2)
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(b)
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Percentage
of Class:
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4.9%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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250,000(1)
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(ii)
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Shared
power to vote or to direct the vote:
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981,439(2)
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(iii)
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Sole
power to dispose or to direct the disposition of:
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250,000(1)
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(iv)
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Shared
power to dispose or to direct the disposition of:
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981,439(2)
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Item 5.
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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 x
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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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Not applicable.
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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.
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Not applicable.
(1)
Represents options to purchase 250,000 shares of Common Stock that are exercisable within 60 days of December 31, 2021.
(2) Includes (i) 977,439 shares held by Yau Revocable
Trust, for which Mr. Yau serves as co-trustee and (ii) 4,000 shares held directly by Mr. Yau’s spouse.
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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.
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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February 9, 2022
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Date
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/s/ Robert Yau
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Signature
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Robert Yau
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Name/Title
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