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 ----------------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------------- (Title of Class of Securities) 00760J108 ----------------------------------------------------------------------- (CUSIP Number) Rhea J. Posedel C/O Aehr Test Systems 400 Kato Terrace Fremont, CA 94539 (510-623-9400) ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 19, 2017 ----------------------------------------------------------------------- (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 ----------------------------------------------------------------------- (1) NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rhea J. Posedel ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ ----------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------- (4) SOURCE OF FUNDS (See Instructions) PF ----------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ----------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ----------------------------------------------------------------------- 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