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CUSIP No. 784774 101
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13G/A
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Page
2
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Manouch Moshayedi
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (
See
Instructions)
(a)
¨
(b)
¨
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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
2,976,983 (1)(2)(3)
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6
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SHARED VOTING POWER
2,453,742 (2)(3)(4)
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7
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SOLE DISPOSITIVE POWER
2,976,983 (1)(2)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,976,983 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (
See
Instructions)
Not
Applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
6.3%* (1)(2)
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12
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TYPE OF REPORTING PERSON
(
See
Instructions)
IN
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CUSIP No. 784774 101
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13G/A
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Page
3
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
M. and S. Moshayedi Revocable Trust, dated 11/16/95
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (
See
Instructions)
(a)
¨
(b)
¨
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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
California
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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
2,428,742 (3)
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6
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SHARED VOTING POWER
2,428,742 (3)
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7
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SOLE DISPOSITIVE POWER
2,428,742
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,742
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (
See
Instructions)
Not
Applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.2%*
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12
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TYPE OF REPORTING PERSON
(
See
Instructions)
OO
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CUSIP No. 784774 101
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13G/A
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Page
4
of 8 Pages
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Item 1(a)
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Name of Issuer:
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sTec,
Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices:
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3001 Daimler Street
Santa Ana, California 92705-5812
Item 2(a)
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Name of Person Filing:
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Manouch Moshayedi
M. and S. Moshayedi Revocable Trust, dated 11/16/95
Item 2(b)
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Address of Principal Business Offices or, if none, Residence:
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3001 Daimler Street
Santa Ana, California 92705-5812
Manouch
Moshayedi United States
M. and S. Moshayedi Revocable Trust, dated 11/16/95 California
Item 2(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value per share
784774 101
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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CUSIP No. 784774 101
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13G/A
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Page
5
of 8 Pages
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(a)
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Amount Beneficially Owned:
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Manouch Moshayedi (1)(2) 2,976,983
M. and S. Moshayedi Revocable Trust, dated 11/16/95 2,428,742
Manouch
Moshayedi (1)(2) 6.3%*
M. and S. Moshayedi Revocable Trust, dated 11/16/95 5.2 %*
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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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Manouch Moshayedi (1)(2)(3) 2,976,983
M. and S. Moshayedi Revocable
Trust, dated 11/16/95 (3) 2,428,742
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(ii)
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shared power to vote or to direct the vote:
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Manouch Moshayedi (2)(3)(4) 2,453,742
M. and S. Moshayedi Revocable
Trust, dated 11/16/95 (3) 2,428,742
On June 23, 2013, (i) sTec, Inc. (sTec) entered into an
Agreement and Plan of Merger (the Merger Agreement) with Western Digital Corporation, a Delaware corporation (Parent) and Lodi Ventures, Inc., a California corporation and a wholly-owned subsidiary of Parent (Merger
Sub), and (ii) Manouch Moshayedi, in his personal capacity and in his capacity of trustee of the M. and S. Moshayedi Revocable Trust, dated 11/16/95, entered into a Voting Agreement (the Voting Agreement) with Parent. Pursuant
to the Voting Agreement, Manouch Moshayedi and the M. and S. Moshayedi Revocable Trust, dated 11/16/95 agreed, among other things, to vote their shares of sTec common stock for the adoption and approval of the Merger Agreement and against any
alternative proposal and against any action or agreement in opposition of the transactions contemplated by the Merger Agreement. Pursuant to the Voting Agreement, Manouch Moshayedi and the M. and S. Moshayedi Revocable Trust, dated 11/16/95 granted
an irrevocable proxy to Parents designees to vote as set forth above with respect to such matters, but retained the right to vote their shares of common stock on such matters so long as the vote is in accordance with the Voting Agreement.
As a result of the Voting Agreement, Manouch Moshayedi and the M. and S. Moshayedi Revocable Trust, dated 11/16/95, may be
deemed to share with Parent the power to vote or direct the vote of the common stock. However, Parent is not entitled to any rights as a stockholder of sTec under the agreement.
The foregoing description of the Merger Agreement and the Voting Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement and the form of Voting Agreement, copies of which are filed as Exhibits 2.1 and 99.1, respectively, to sTecs current report on Form 8-K filed with the Securities and Exchange Commission on
June 25, 2013.
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CUSIP No. 784774 101
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13G/A
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Page
6
of 8 Pages
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(iii)
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sole power to dispose or to direct the disposition of:
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Manouch Moshayedi (1)(2) 2,976,983
M. and S. Moshayedi Revocable
Trust, dated 11/16/95 2,428,742
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(iv)
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shared power to dispose or to direct the disposition of:
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Manouch Moshayedi 0
M. and S. Moshayedi Revocable Trust, dated 11/16/95
0
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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.
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
Not
Applicable.
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CUSIP No. 784774 101
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13G/A
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Page
7
of 8 Pages
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*
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Calculated based on 46,980,315 shares of the Issuers common stock outstanding as of June 21, 2013. Pursuant to Rule 13d-3 promulgated under the Securities
Exchange Act, as amended (the Act), certain securities convertible into, or exchangeable for, shares of common stock, may be deemed to be shares of common stock for purposes of determining beneficial ownership. Pursuant to Rule 13d-3
promulgated under the Act, beneficial ownership means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. A person is deemed as of any date to have beneficial
ownership of any security that such person has a right to acquire within 60 days after such date and such security shall be deemed to be outstanding for purposes of calculating such persons percentage ownership. For purposes of
calculating the ownership percentage of the Reporting Persons, any securities that any person other than such Reporting Person has the right to acquire within 60 days of such date are not deemed to be outstanding.
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(1)
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Consists of: (i) 2,428,742 shares held by Manouch Moshayedi, as trustee for the M. and S. Moshayedi Revocable Trust, dated 11/16/95 for the benefit of Manouch
Moshayedis family; (ii) 25,000 held by Manouch Moshayedi; and (iii) 523,241 options to purchase common stock exercisable within 60 days of June 21, 2013. Manouch Moshayedi disclaims beneficial ownership, except to the extent of his
pecuniary interest therein, if any, of the shares held by the M. and S. Moshayedi Revocable Trust (Revocable Trust). The filing of this Schedule 13G/A shall not be construed as an admission that Manouch Moshayedi is, for purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of shares held by the Revocable Trust.
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(2)
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Does not include 1,133,923 shares held beneficially and of record by an irrevocable trust, the beneficiaries of which are Manouch Moshayedis descendants. Manouch
Moshayedi disclaims beneficial ownership of the shares held by the beneficial trust.
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(3)
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As a result of the Voting Agreement entered into in connection with the Merger Agreement, Manouch Moshayedi and the M. and S. Moshayedi Revocable Trust, dated 11/16/95,
may be deemed to share with Parent the power to vote or direct the vote of the common stock, pursuant to the terms of the Voting Agreement. However, Manouch Moshayedi and the M. and S. Moshayedi Revocable Trust, dated 11/16/95 retains the right to
vote their shares of common stock with respect to matters not covered by the Voting Agreement.
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(4)
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Consists of: (i) 2,428,742 shares held by Manouch Moshayedi, as trustee for the M. and S. Moshayedi Revocable Trust, dated 11/16/95 for the benefit of Manouch
Moshayedis family; and (ii) 25,000 held by Manouch Moshayedi. Manouch Moshayedi disclaims beneficial ownership, except to the extent of his pecuniary interest therein, if any, of the shares held by the M. and S. Moshayedi Revocable Trust
(Revocable Trust). The filing of this Schedule 13G/A shall not be construed as an admission that Manouch Moshayedi is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of shares held by the Revocable Trust.
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CUSIP No. 784774 101
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13G/A
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Page
8
of 8 Pages
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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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Date: June 25, 2013
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/s/ Manouch Moshayedi
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Manouch Moshayedi
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M. AND S. MOSHAYEDI REVOCABLE TRUST,
DATED 11/16/95
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/s/ Manouch Moshayedi
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Manouch Moshayedi, Trustee
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