SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yeh William H

(Last)

(First)

(Middle)

C/O APPLIED OPTOELECTRONICS, INC.

13115 JESS PIRTLE BLVD.

(Street)

SUGAR LAND

77478

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2013

3. Issuer Name and Ticker or Trading Symbol
APPLIED OPTOELECTRONICS, INC. [ AAOIO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	6,786	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,881	⁽¹⁾	D
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,655	⁽²⁾	D
Series G Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock, $0.001 par value	19,047	⁽³⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.001 par value	4,224	⁽⁴⁾	I	By Spouse
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock, $0.001 par value	13,440	⁽⁵⁾	I	By Spouse
Series G Convertible Warrant (Right to Buy)	12/31/2011	⁽⁶⁾	Common Stock, $0.001 par value	133	$18	I	By Spouse
Series G Convertible Warrant (Right to Buy)	12/31/2011	⁽⁷⁾	Common Stock, $0.001 par value	652	$18	I	By Spouse
Non-Qualified Stock Option (Right to Buy)	⁽⁸⁾	05/29/2019	Common Stock, $0.001 par value	667	$6	D
Non-Qualified Stock Option (Right to Buy)	⁽⁹⁾	10/19/2019	Common Stock, $0.001 par value	222	$6	D
Non-Qualified Stock Option (Right to Buy)	⁽¹⁰⁾	10/19/2019	Common Stock, $0.001 par value	1,400	$6	D
Non-Qualified Stock Option (Right to Buy)	⁽¹¹⁾	05/17/2021	Common Stock, $0.001 par value	1,400	$6	D
Non-Qualified Stock Option (Right to Buy)	⁽¹²⁾	11/13/2022	Common Stock, $0.001 par value	1,750	$6	D

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock is convertible to 3.173126 share of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 30-for-1 reverse stock split effected by the Issuer on August 20, 2013.

2. Each share of Series C Convertible Preferred Stock is convertible to 2.310651 share of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 30-for-1 reverse stock split effected by the Issuer on August 20, 2013.

3. Each share of Series G Convertible Preferred Stock is convertible to 1 share of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 30-for-1 reverse stock split effected by the Issuer on August 20, 2013.

4. Each share of Series D Convertible Preferred Stock is convertible to 2.535960 share of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 30-for-1 reverse stock split effected by the Issuer on August 20, 2013.

5. Each share of Series F Convertible Preferred Stock is convertible to 3.618590 share of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 30-for-1 reverse stock split effected by the Issuer on August 20, 2013.

6. The warrant expires on the earlier of February 3, 2020 and upon the completion of the Issuer's initial public offering and is exercisable into 133 shares of Series G Convertible Preferred Stock. Each share of Series G Convertible Preferred Stock is convertible to 1 share of the Issuer's common stock upon completion of the Issuer's initial public offering.

7. The warrant expires on the earlier of February 3, 2020 and upon the completion of the Issuer's initial public offering and is exercisable into 652 shares of Series G Convertible Preferred Stock. Each share of Series G Convertible Preferred Stock is convertible to 1 share of the Issuer's common stock upon completion of the Issuer's initial public offering

8. The stock option grant fully vested on August 1, 2009.

9. The stock option grant fully vested on August 1, 2008.

10. The stock option grant fully vested on August 1, 2010.

11. The stock option grant fully vested on August 1, 2011

12. The stock option grant fully vested on August 1, 2012.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ David C. Kuo for William H. Yeh	09/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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