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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tuttle Mark Ewing 3F, NO. 11 KE JUNG RD., CHU-NAN SITE HSINCHU SCIENCE PARK, MIAO-LI COUNTY CHU-NAN, F5 350 |
GM of SemiLEDs Optoelectronics | |||
| /s/ Timothy Lin, attorney-in-fact | 05/13/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | These shares represent restricted stock units and will be settled in LEDS common stock upon vesting. These restricted stock units are performance based. 50% of the restricted stock units will vest upon the attainment of positive EBITDA (i.e., earnings before interest, taxes, depreciation and amortization) by the Issuer for any of the fiscal years ending August 31, 2015, 2016 or 2017, and the remaining 50% of the restricted stock units will vest upon the attainment of positive net income by the Issuer for any of the fiscal years ending August 31, 2015, 2016 or 2017, based on the Issuer's financial results as announced in its earnings press release, and will become fully vested upon a change in control so long as the Reporting Person continues to provide continuous service through the closing of such change in control. |
| (2) | Vested shares will be delivered to the reporting person within the first open trading window following the vesting date, but in no event later than the 15th day of the 3rd month following the end of the Company's tax year that includes the vesting date. |
| (3) | These shares represent restricted stock units and will be settled in LEDS common stock upon vesting. The restricted stock units will vest on May 9, 2015, subject to the Reporting Person's continuous employment through the vesting date, and will become fully vested upon a change in control. Vested shares will be delivered to the reporting person within the first open trading window following the vesting date, but in no event later than the 15th day of the 3rd month following the end of the Company's tax year that includes the vesting date. |