CUSIP
No. 83368E200
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(1) Names
of Reporting Persons
Charlie Bass
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(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC
Use Only
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(4) Source
of Funds (See Instructions)
PF
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(5) Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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(6) 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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(7) Sole
Voting Power
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1,988,582
shares (1)
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(8) Shared
Voting Power
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0
shares (1)
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(9) Sole
Dispositive Power
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1,988,582
shares (1)
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(10) Shared
Dispositive Power
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0
shares (1)
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(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
1,988,582 shares (1)
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(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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(13) Percent
of Class Represented by Amount in Row (11)
28.6 % (2)
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(14) Type
of Reporting Person (See Instructions)
IN
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(1)
Consists of (i) 1,098,151 shares of Common Stock held by The Bass Trust U/D/T April 29, 1988 (the “Bass Trust”), (ii)
a maximum of 684,931 shares of Common Stock issuable to the Bass Trust upon conversion of the convertible subordinated secured
promissory described under Item 3 of this filing (the “Note”), and (iii) up to 205,500 shares of Common Stock issuable
upon exercise of stock options held by Mr. Bass that may be acquired within 60 days of the date of this filing.
(2)
Percentage calculated based on 6,941,086 shares of common stock of Socket Mobile, Inc. deemed to be outstanding for the purpose
of computing the percentage of outstanding shares of Common Stock owned by Mr. Bass pursuant to SEC Rule 13d-3(d)(1)(i), and which
consists of (i) 6,050,655 shares of Common Stock outstanding as of August 7, 2020, as reported on the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2020, (ii) 684,931 shares of Common Stock underlying
the Note held by the Bass Trust, and (iii) the 205,500 shares of Common Stock underlying the stock options held by Mr. Bass that
may be acquired within 60 days of the date of this filing.
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on March 26, 1998 and the
Amendment No. 1 to the Schedule 13D filed on March 3, 1999 (collectively, the “Original Schedule 13D”), relating
to the Common Stock (the “Common Stock”) of Socket Mobile, Inc. (the “Issuer”).
The
Original Schedule 13D was filed by Bass Associates, a limited partnership, on behalf of Charlie Bass, who was named as the reporting
person in the filing. At the time of the filing of the Original Schedule 13D, The Bass Trust U/D/T April 29, 1988 (the “Bass
Trust”) was a general partner of Bass Associates, and exercised voting and investment discretion over the holdings of
Bass Associates. Bass Associates was dissolved in 2000, and its shares of Common Stock were distributed to its limited partners,
over which, other than 7,756 shares of Common Stock (on a post-stock split adjusted basis) distributed to the Bass Trust, Mr.
Bass was and is not the beneficial owner. Mr. Bass is the trustee of the Bass Trust, holds voting and dispositive powers, and
is the beneficial owner of its holdings.
The
information reported in the Original Schedule 13D remains in effect, except to the extent that it is amended, restated or superseded
by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings
set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule
13D as amended and supplemented by this Amendment.
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Item
1.
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Security
and Issuer.
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This
Amendment relates to shares of Common Stock of the Socket Mobile, Inc., whose principal executive offices are located at 39700
Eureka Dr., Newark, CA 94560.
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Item
2.
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Identity
and Background
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Paragraphs
(b) and (c) of Item 2 of the Original Schedule 13D are amended and restated in their entirety as follows:
(b) The
business address of Mr. Bass is c/o Socket Mobile, Inc., 39700 Eureka Drive, Newark, CA 94560.
(c) Mr.
Bass is Chairman of the Board of Directors of the Issuer, whose business address is 39700 Eureka Drive, Newark, CA 94560.
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Item
3.
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Source and Amount of Funds or other Consideration.
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The
ownership of shares of Common Stock previously reported in the Original Schedule 13D is hereby amended to include the following
transaction:
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•
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On
August 31, 2020, the Bass Trust purchased a convertible subordinated secured promissory
note from the Issuer in the principal amount of $1,000,000 (the “Note”).
The Note carries a 10% annual interest rate and has a maturity date of August 30, 2023.
The principal amount of the Note is convertible at the option of the holder into a maximum
of 684,931 shares of Common Stock at any time on or prior to the maturity date. The Bass
Trust used its own funds to purchase the Note. Mr. Bass is the beneficial owner of the
Note and has the sole power to dispose or direct the disposition of the Note.
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Item
4.
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Purpose of Transaction.
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The
acquisition of the Note by the Bass Trust was for investment purposes only. At the time of the filing of this Amendment, Mr. Bass
has no present plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through
(j) of Item 4 of the instructions to Schedule 13D. Mr. Bass is a director of the Issuer, and this Amendment, the disclosures herein,
and any future amendments hereto are not intended to, and do not, make disclosures with respect to transactions in which the Issuer
may engage to which Mr. Bass is not a party or other matters that Mr. Bass may learn of or be involved with in his capacity as
a director of the Issuer.
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Item
5.
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Interest
in Securities of the Issuer.
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(a) Mr.
Bass is the beneficial owner of 1,988,582 shares of Common Stock consisting of (i) 1,098,151 shares of Common Stock held by the
Bass Trust, (ii) a maximum of 684,931 shares of Common Stock issuable to the Bass Trust upon conversion of the Note, as described
under Item 3 above, and (iii) up to 205,500 shares of Common Stock issuable upon exercise of stock options held by Mr. Bass that
may be acquired within 60 days of the date of this Amendment.
Such
shares of Common Stock, collectively, represent 28.6 % of the 6,941,086 shares of Common Stock deemed to be outstanding for the
purpose of computing the percentage of outstanding shares of Common Stock owned by Mr. Bass pursuant to SEC Rule 13d-3(d)(1)(i),
and which consists of (i) 6,050,655 shares of Common Stock outstanding as of August 7, 2020, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2020, (ii) 684,931 shares of Common
Stock underlying the Note held by the Bass Trust, and (iii) 205,500 shares of Common Stock underlying the stock options held by
Mr. Bass that may be acquired within 60 days of the date of this Amendment.
(b)
Mr. Bass has sole power to vote and dispose of all shares of Common Stock beneficially
owned by Mr. Bass.
(c) Except
as reported herein, Mr. Bass has not engaged in any transactions in the Common Stock during the past 60 days.
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Item
6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Mr.
Bass has entered into a revocable trust agreement for estate planning purposes that governs his beneficial ownership and voting
and dispositive power over the holdings of the Bass Trust. Pursuant to the revocable trust agreement, Mr. Bass may also revoke
the trust at his sole discretion.
Mr.
Bass currently holds stock options to purchase an aggregate of 215,500 shares of Common Stock, of which options to purchase 205,500
shares are exercisable within 60 days of the date of this filing.
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Item
7.
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Material to be Filed as Exhibits.
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Exhibit
99.1 Form of Secured Convertible Note (incorporated by reference to Exhibit 10.1 of the
Form 8-K filed by the Company on September 1, 2020)
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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September 29, 2020
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Date
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/s/ Charlie Bass
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Signature
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Charlie Bass
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Name/Title
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