SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GLOBAL-TECH ADVANCED INNOVATIONS INC.

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

G39320117

(CUSIP Number)

c/o Attn: John C.K. Sham

12/F., Kin Teck Industrial Building

26 Wong Chuk Hang Road

Aberdeen, Hong Kong

Tel.: (852) 2814 0601

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 1, 2015

(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 §§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 §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).

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1.	Names of reporting persons. Identification Nos. of reporting persons (entities only). John C.K. Sham
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.	SEC use only
4.	Source of funds (see instructions)     BK PF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization:     Canadian
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     312,327 (see item 5 on page 5)
		8.	Shared voting power     1,001,124 (see item 5 on page 5)
		9.	Sole dispositive power     312,327 (see item 5 on page 5)
		10.	Shared dispositive power     1,001,124 (see item 5 on page 5)
11.	Aggregate amount beneficially owned by each reporting person:     1,001,124 (see item 5 on page 5)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row (11):     31.16%
14.	Type of reporting person (see instructions):     IN

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SCHEDULE 13D

CUSIP No. G39320117 Page 3 of 7

ITEM 1. SECURITY AND ISSUER.

The title and class of equity securities to which this Schedule 13D relates are the Common shares, par value US$0.04 per share (the “Common Shares”), of Global-Tech Advanced Innovations Inc., a British Virgin Islands company (the “Issuer”). The address of the principal executive offices of the Issuer is 12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Statement is being filed by John C. K. Sham.

(b) The business address of the Reporting Person is 12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong.

(c) The principal occupation or employment of Mr. Sham is to serve as the Chairman, Chief Executive Officer and acting Chief Financial Officer of Global-Tech Advanced Innovations Inc., whose business address is set forth in (b) above.

(d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws and has not been found in violation with respect to such laws.

(f) The Reporting Person is a citizen of Canada.

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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On August 1, 2015 the Reporting Person tendered a non-binding proposal (the “Proposal”) to the Board of Directors of the Issuer proposing that the Reporting Person acquire all of the outstanding Common Shares not beneficially owned by him for a price of US$8.75 in cash. Per the non-binding Proposal the Reporting Person anticipates forming an acquisition company (the “Acquirer”) to effect the purchase, with the purchase to be financed with a combination of cash and funds borrowed by the Reporting Person and/or the Acquirer. It is not known at this time what portion of the funds will be borrowed, who or what entity will lend the funds or the terms under which the funds will be borrowed. The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

ITEM 4. PURPOSE OF TRANSACTION.

The Proposal is non-binding, is subject to acceptance by the Issuer and the execution of definitive agreements implementing the Acquirer’s purchase of all outstanding shares of Common Stock not owned by the Acquirer. If the Proposal is in fact accepted by the Issuer and the transaction (the “Proposed Transaction”) which is the subject of the Proposal is effected, then the Acquirer will own 100% of all outstanding shares of Common Stock of the Issuer.

If the Proposed Transaction is completed (i) the Issuer would become a privately held company and would be delisted from NASDAQ, and the Issuer’s obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, would terminate, and (ii) it is not anticipated that the Proposed Transaction will result in any of the actions specified in clauses (b)-(g) of Item 4 of Schedule 13D.

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CUSIP No. G39320117 Page 5 of 7

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The aggregate number of Common Shares and the percentage of total outstanding Common Shares beneficially owned by the Reporting Person is set forth below. References to percentage ownerships of Common Shares are based upon 3,213,253 Common Shares outstanding as of August 19, 2015 (relying on information provided by the Issuer).

Pursuant to Rule 13d-3 of the Act, the Reporting Person may be deemed to beneficially own 1,001,124 Common Shares of the Issuer, representing approximately 31.16% of the outstanding Common Shares of the Issuer. Reporting Person himself owns 312,327 shares of Common Stock, representing approximately 9.72% of the outstanding Common Shares of the Issuer, and such number includes 168,750 Common Shares issuable to Reporting Person within 60 days after June 30, 2015 upon exercise of options granted under the Issuer’s 2005 Stock Option Plan and its 2011 Omnibus Equity Plan. Excluding such 168,750 Common Shares, the Common Shares owned by Reporting Person represent approximately 4.47% of the outstanding Common Shares of the Issuer.

The 1,001,124 Common Shares also includes 688,797 Common Shares, representing approximately 21.44% of the outstanding Common Shares of the Issuer, owned by Wing Shing Holdings Company Limited, a British Virgin Islands corporation, over which Reporting Person exercises voting control.

Reporting Person disclaims beneficial ownership of 600,000 Common Shares owned by the mother of Reporting Person, 300,000 Common Shares owned by the wife of Reporting Person and 300,000 Common Shares owned by the daughter of Reporting Person.

The Reporting Persons is not a member of a “group” for purposes of Section 13(d) of the Act.

(b) The number of Common Shares as to which the Reporting Person has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

(c) The Reporting Person has not effected any transactions relating to the Common Shares during the past 60 days.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person.

(e) Not applicable.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

There are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the person enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit

Description

1. Press release of Issuer dated August 3, 2015 announcing its receipt of the Proposal, with the Proposal appearing as Exhibit A to the press release.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 10, 2015

/s/ John C.K. Sham

John C.K. Sham

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EX-99.1

Exhibit 1

	Release: Contact: Web Page:	IMMEDIATE RELEASE Cecilia Au-Yeung Global-Tech Advanced Innovations Inc. Telephone: Hong Kong (852) 2814-0601 investorrelations@global-webpage.com http://global-webpage.newshq.businesswire.com
GLOBAL-TECH ADVANCED INNOVATIONS ANNOUNCES RECEIPT OF A PRELIMINARY NON-BINDING “GOING PRIVATE” OFFER FOR SHARES OF THE COMPANY
Hong Kong, August 3, 2015 — Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) today announced that its Board of Directors (the “Board”) has received an unsolicited preliminary non-binding proposal letter, dated August 1, 2015, from Mr. John C.K. Sham, President and Chief Executive Officer of the Company, and certain of his controlled or affiliated entities (collectively, the “Acquirer”), proposing a potential offer to acquire all of the outstanding common shares of the Company (the “Offer”) not already beneficially owned or controlled by the Acquirer for $8.75 in cash per share (“Shares”).
According to the proposal letter, the Acquirer plans to form an acquisition company for the purpose of implementing the Offer, and the Offer is intended to be financed with a combination of cash and debt. The proposal letter states that the Acquirer is confident of its ability to timely secure adequate financing to consummate the Offer subject to the terms and conditions set out therein. A copy of the proposal letter is attached hereto as Exhibit A.
The Company’s Board of Directors intends to form a special committee comprised of and selected by independent directors (the “Special Committee”) to consider the proposal and any resulting Offer. The Special Committee is authorized to retain advisors, including an independent financial advisor and legal counsel, to assist it in evaluating any such proposal or Offer.
The Board cautions the Company’s shareholders and others considering trading in its securities since the Board has just received the unsolicited preliminary non-binding proposal letter from the Acquirer and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, or that if an offer is received, that such an offer or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
Global-Tech Advanced Innovations Inc. is a holding company, owning subsidiaries that manufacture and market electronic components and other related products, such as complementary metal oxide semiconductor (CMOS) camera modules (CCMs). The primary focus of its subsidiaries is to develop and market high-quality products for the communications industry in China and export such products to markets in other countries throughout the world.
Except for historical information, certain statements contained herein are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “estimates,” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including but not limited to, the impact of competitive products and pricing, demand for new and existing products in our core business, the financial condition of the Company’s customers, product demand and market acceptance especially of our new products, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules and other pending projects, reliance on material customers, suppliers and key strategic alliances, the terms and conditions of customer contracts and purchase orders, availability and cost of raw materials, the timely and proper execution of certain business plans, including the plan to diversify and transform a portion of manufacturing capacity to higher-value, technology-oriented products, currency fluctuations, including the revaluation of the Chinese Renminbi, the imposition by China’s trading partners of economic sanctions and/or protective tariffs on Chinese manufactured goods, uncertainties associated with investments, the regulatory environment, fluctuations in operating results, the impact of changing global, political and economic conditions and other risks detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission including its most recent Report on Form 20-F. The Company does not undertake to update its forward-looking information, or any other information contained or referenced in this press release to reflect future events or circumstances.

Exhibit A

August 1, 2015

The Board of Directors

Global-Tech Advanced Innovations Inc.

12/F., Kin Teck Industrial Building

26 Wong Chuk Hang Road

Aberdeen, Hong Kong

Dear Directors:

John C.K. Sham, President and Chief Executive Officer of Global-Tech Advanced Innovations Inc. (the “Company”), and certain of his controlled or affiliated entities (collectively, the “Acquirer”) are pleased to submit this preliminary non-binding proposal to acquire all outstanding common shares (the “Shares”) of the Company not beneficially owned or controlled by the Acquirer in a going-private transaction (the “Acquisition”). Our proposed purchase price for each Share of the Company is $8.75 in cash.

We believe that our proposal provides an attractive opportunity for the Company’s shareholders. Our proposed purchase price represents a premium of approximately 192% to the closing trading price of the Company’s Shares on July 31, 2015 and a premium of approximately 169% and 153% to the average closing trading price during the last 30 and 60 trading days, respectively.

1. Acquirer. The Acquirer, for the purpose of the Acquisition, plans to form an acquisition company for the purpose of implementing the Acquisition.

2. Purchase Price. The consideration payable for each Share of the Company will be $8.75 in cash per Share (other than those Shares held or controlled by the Acquirer that may be rolled over in connection with the Acquisition).

3. Funding. Acquirer intends to finance the Acquisition with a combination of cash and debt and is confident of its ability to timely secure adequate financing to consummate the Acquisition subject to the terms and conditions set out therein.

4. Due Diligence. We believe that we will be in a position to complete customary due diligence for the Acquisition in a timely manner and in parallel with discussions on the definitive agreements. We respectfully ask the board of directors of the Company (the “Board”) to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to potential sources of debt financing subject to a customary form of confidentiality agreement.

5. Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. This proposal is subject to execution of the Definitive Agreements. These documents will provide for representations, warranties, covenants and conditions, which are typical, customary and appropriate for transactions of this type.

6. Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Board will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of Mr. Sham in the Acquisition, we expect that the independent, disinterested members of the Board will proceed to consider the proposed Acquisition. In considering our offer, the Board should be aware that the Acquirer is interested only in acquiring the outstanding Shares that it does not already beneficially own or control, and that the Acquirer does not intend to sell any of its stake (owned or controlled) in the Company to any third party.

7. Confidentiality. The Acquirer will, as required by law, promptly file any document required with the U.S. Securities and Exchange Commission to disclose this proposal. However, we are sure you will agree that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

8. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions as provided in such documentation.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.

Sincerely yours,

/s/ John C.K. Sham