Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 07 2024 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
GSI Technology, Inc. |
(Name of Issuer) |
|
Common Stock |
(Title of Class of Securities) |
|
36241U106 |
|
|
(CUSIP Number) |
|
|
December 31, 2023 |
|
|
(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).
CUSIP No. 36241U106
1. |
Names of Reporting Persons. |
|
Lee-Lean Shu |
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) |
¨ |
|
|
|
|
(b) |
¨ |
|
|
|
3. |
SEC Use Only |
|
|
4. |
Citizenship or Place of Organization
United States |
Number of Shares
Beneficially Owned
by Each Reporting
Person With:
|
5. |
Sole
Voting Power
2,732,417(1)
|
6. |
Shared
Voting Power
621,885(2)
|
7. |
Sole
Dispositive Power
2,732,417(1)
|
8. |
Shared
Dispositive Power
621,885(2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,354,302(1)(2) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). ¨ |
11. |
Percent of Class Represented by Amount in Row (9)
12.8% |
12. |
Type of Reporting Person (See Instructions):
IN |
(1)
Includes (i) 1,982,417 shares owned directly and (ii) options to purchase 750,000 shares of Common Stock that are exercisable within
60 days of December 31, 2023.
(2)
Includes (i) 13,600 shares held by Mr. Shu’s children, (ii) 530,939 shares held by Mr. Shu’s spouse, and (iii) 77,346 shares
of Common Stock issuable upon exercise of options held by his spouse that are exercisable within 60 days of December 31, 2023. Mr.
Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
CUSIP No. 36241U106
| (a) | Name of Issuer: |
| | GSI Technology, Inc. (the “Company”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
| | 1213
Elko Drive, Sunnyvale, CA 94089 |
| (a) | Name of Person Filing: |
| | Lee-Lean Shu |
| (b) | Address of Principal Business Office or, if None, Residence: |
| | 1213
Elko Drive, Sunnyvale, CA 94089 |
| (c) | Citizenship: |
| | United States |
| (d) | Title of Class of Securities: |
| | Common Stock |
| (e) | CUSIP Number: |
| | 36241U106 |
| Item 3. | 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: |
| (a) | ¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ¨ |
An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
| (g) | ¨ |
A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ |
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); |
| (j) | ¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
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: |
x
Not applicable.
CUSIP No. 36241U106
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| | 3,354,302(1)(2) |
| (b) | Percentage of Class: |
| | 12.8% |
| (c) | Number of shares as to which such person has: |
| | |
| (i) | Sole power to vote or to direct the vote: |
| | |
| 2,732,417(1) |
| (ii) | Shared power to vote or to direct the vote: |
| | |
| 621,885(2) |
| (iii) | Sole power to dispose or to direct the disposition of: |
| | |
| 2,732,417(1) |
| (iv) | Shared power to dispose or to direct the disposition of: |
| | |
| 621,885(2) |
| Item 5. | 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 ¨ |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
(1) Includes (i) 1,982,417 shares owned
directly and (ii) options to purchase 750,000 shares of Common Stock that are exercisable within 60 days of December 31, 2023.
(2) Includes (i) 13,600 shares held by Mr. Shu’s
children, (ii) 530,939 shares held by Mr. Shu’s spouse, and (iii) 77,346 shares of Common Stock issuable upon exercise
of options held by his spouse that are exercisable within 60 days of December 31, 2023. Mr. Shu disclaims beneficial ownership
of these securities except to the extent of his pecuniary interest therein.
CUSIP No. 36241U106
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
CUSIP No. 36241U106
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.
|
February 7,
2024 |
|
Date |
|
|
|
/s/ Lee-Lean
Shu |
|
Signature |
|
|
|
Lee-Lean Shu |
|
Name/Title |
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