0001040470-17-000038.txt : 20170428
0001040470-17-000038.hdr.sgml : 20170428
20170427194902
ACCESSION NUMBER: 0001040470-17-000038
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170428
DATE AS OF CHANGE: 20170427
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AEHR TEST SYSTEMS
CENTRAL INDEX KEY: 0001040470
STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
IRS NUMBER: 942424084
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52329
FILM NUMBER: 17791175
BUSINESS ADDRESS:
STREET 1: 400 KATO TERRACE
CITY: FREMONT
STATE: CA
ZIP: 94539
BUSINESS PHONE: 5106239400
MAIL ADDRESS:
STREET 1: 400 KATO TERRACE
CITY: FREMONT
STATE: CA
ZIP: 94539
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: POSEDEL RHEA J
CENTRAL INDEX KEY: 0001055117
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: C/O AEHR TEST SYSTEMS
STREET 2: 400 KATO TERRACE
CITY: FREMONT
STATE: CA
ZIP: 94539
SC 13D/A
1
e13da041917.txt
SCHEDULE 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AEHR TEST SYSTEMS
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00760J108
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(CUSIP Number)
Rhea J. Posedel
C/O Aehr Test Systems
400 Kato Terrace
Fremont, CA 94539
(510-623-9400)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 2017
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of the Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: / /
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
240.13d-7 for other parties to whom copies are to be sent.
*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).
SCHEDULE 13D/A
CUSIP No. 00760J108
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(1) NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Rhea J. Posedel
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /x/
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(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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Number of (7) SOLE VOTING POWER 1,054,649
Shares --------------------------------------------
Beneficially (8) SHARED VOTING POWER 0
Owned by --------------------------------------------
Each (9) SOLE DISPOSITIVE POWER 1,054,649
Reporting --------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,054,649
-----------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
-----------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%
-----------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
-----------------------------------------------------------------------
Explanatory Note
This Amendment No. 2 to the statement on Schedule 13D (the "Amendment No. 2")
amends and supplements the Schedule 13D originally filed with the Securities
and Exchange Commission (the "SEC") on February 13, 2015 (the "Statement"),
by Rhea J. Posedel ("Mr. Posedel"), as further amended by the Amendment
No. 1 filed on February 7, 2017 with respect to the common stock,
par value $0.01 per share (the "Common Stock"), of Aehr Test Systems, a
California corporation (the "Issuer"). Information reported in the Statement
remains in effect except to the extent that it is amended, restated or
superseded by information contained in this Amendment.
The date of event which requires filing of this Amendment was due to the
issuance of additional shares of Common Stock by the Issuer in a public
offering transaction on April 19, 2017 as previously reported with the SEC on
a Form 8-K filed on April 19, 2017 as the shares issued in the public
offering subsequently reduced the percentage of Common Stock owned by Mr.
Posedel. As of the date hereof, Mr. Posedel has ceased to be a beneficial
owner of more than five percent of the class of securities, and the number of
shares and percentage owned of Common Stock reported in this Amendment are as
of the date of filing of this Amendment.
Item 5 of the Statement is hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported to be
owned by the Reporting Persons is based upon 21,394,152
shares of Common Stock outstanding, which is the total
number of shares outstanding as of this filing date, and
assumes the exercise of the 97,968 options held by Mr.
Posedel which are exercisable within 60 days of this
filing date.
Mr. Posedel may be deemed to beneficially own in the
aggregate 1,054,649 shares of Common Stock, representing
approximately 4.9% of the outstanding shares of Common
Stock.
(b) Mr. Posedel owns 45,967 shares of Common Stock directly,
and 97,968 options to purchase shares of Common stock
which are exercisable within 60 days of this filing date.
Rhea J. Posedel Family Trust, of which Mr. Posedel is
Trustee, and has sole voting and dispositive power, owns
910,714 shares of Common Stock.
(c) None.
(d) No person other than Mr. Posedel, has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock set
forth above.
(e) Not applicable
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not
jointly, certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 27, 2017
RHEA J. POSEDEL.
By: /S/ Rhea J. Posedel
------------------------
Name: Rhea J. Posedel
Dated: April 27, 2017
Rhea J. Posedel Family Trust
By: /S/ Rhea J. Posedel
-----------------------------
Rhea J. Posedel ,Trustee