4//SEC Filing
Simplot Scott R. 4
Accession 0000950170-24-003672
CIK 0001333822other
Filed
Jan 9, 7:00 PM ET
Accepted
Jan 10, 5:05 PM ET
Size
11.0 KB
Accession
0000950170-24-003672
Insider Transaction Report
Form 4
SemiLEDs CorpLEDS
Simplot Scott R.
Director10% Owner
Transactions
- Other
Common Stock
2024-01-08$1.31/sh+305,343$399,999→ 2,476,335 total(indirect: See Footnote) - Conversion
Convertible Unsecured Promissory Note
2024-01-08→ 0 total(indirect: See Footnote)Exercise: $1.31From: 2019-11-25→ Common Stock (1,050,022 underlying) - Conversion
Common Stock
2024-01-08$1.31/sh+1,050,022$1,375,529→ 2,170,992 total(indirect: See Footnote)
Footnotes (5)
- [F1]On February 20, 2020, J.R. Simplot Company, a Nevada corporation ("JRS"), assigned a Convertible Unsecured Promissory Note initially issued to JRS by the Issuer in the original principal amount of $1,500,00 (the "Note") for no consideration to Simplot Taiwan Inc., an Idaho corporation ("ST"). The Note is convertible into Common Stock of the Issuer at any time at a conversion price of $1.31. On January 8, 2024 (the "Effective Date"), ST converted $1,375,529 of the Note, which amount represents $1,200,000 of principal and $175,529 of interest, into 1,050,022 shares of Common Stock of the Issuer.
- [F2]Consists of (i) 2,139,957 shares of Common Stock owned of record by ST and (ii) 31,036 shares of Common Stock owned of record by JRS Properties III LLLP, an Idaho limited liability limited partnership ("JRS Properties"). ST is wholly owned by JRS, and Scott R. Simplot (the "Reporting Person") is the chairman of JRS. Accordingly, the Reporting Person may be deemed to have shared voting and investment power over the shares held by ST. JRS Management L.L.C., an Idaho limited liability company ("JRS Management"), is the sole general partner of JRS Properties. The Reporting Person and Stephen A. Beebe are the managers of JRS Management, and accordingly the Reporting Person may be deemed to have shared voting and investment power over the shares held by JRS Properties. The Reporting Person disclaims beneficial ownership over the shares reported herein except to the extent of his pecuniary interest therein.
- [F3]On the Effective Date, ST received 305,343 shares of Common Stock of the Issuer as a payment of interest pursuant to a Loan Agreement between the Issuer and JRS dated January 8, 2019, as amended on January 16, 2021, January 14, 2022, January 13, 2023 and January 7, 2024 (the "Loan Agreement"), and assigned by JRS to ST. The Reporting Person is the chairman of JRS, and accordingly may be deemed to have shared voting and investment power over such shares. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.
- [F4]Consists of the number of shares issued to ST on the Effective Date representing the payment of interest under the Loan Agreement described above.
- [F5]The Note has no expiration date. As a result of the transaction reported herein, all amounts due and payable under the Note have been satisfied in full.
Documents
Issuer
SemiLEDs Corp
CIK 0001333822
Entity typeother
Related Parties
1- filerCIK 0001506776
Filing Metadata
- Form type
- 4
- Filed
- Jan 9, 7:00 PM ET
- Accepted
- Jan 10, 5:05 PM ET
- Size
- 11.0 KB