0001104659-13-007606.txt : 20130205 0001104659-13-007606.hdr.sgml : 20130205 20130205171545 ACCESSION NUMBER: 0001104659-13-007606 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130205 DATE AS OF CHANGE: 20130205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hong Chun K CENTRAL INDEX KEY: 0001381057 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O NETLIST, INC. STREET 2: 51 DISCOVERY, STE 150 CITY: IRVINE STATE: CA ZIP: 92618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETLIST INC CENTRAL INDEX KEY: 0001282631 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954812784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82594 FILM NUMBER: 13574939 BUSINESS ADDRESS: STREET 1: 51 DISCOVERY, STE 150 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-435-0025 MAIL ADDRESS: STREET 1: 51 DISCOVERY, STE 150 CITY: IRVINE STATE: CA ZIP: 92618 SC 13G/A 1 a13-4268_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Netlist, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

64118P109

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

 

1.

Names of Reporting Persons
Chun K. Hong

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,324,318 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
6,324,318 (1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,324,318 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
20.84%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)  Includes 970,000 shares subject to options exercisable within 60 days of December 31, 2012, and 2,800,000 shares of common stock held by Mr. Hong as trustee of the Hong-Cha Community Property Trust.  Mr. Hong disclaims beneficial ownership of the shares held for this trust.

 

2


 

CUSIP No. 64118P109

 

Item 1.

 

(a)

Name of Issuer
Netlist, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
51 Discovery, Suite 150, Irvine, California  92618

 

Item 2.

 

(a)

Name of Person Filing
Chun K. Hong

 

(b)

Address of Principal Business Office or, if none, Residence
51 Discovery, Suite 150, Irvine, California  92618

 

(c)

Citizenship
United States

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
64118P109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable

 

3


 

CUSIP No. 64118P109

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

6,324,318 (1)

 

(b)

Percent of class:   

20.84%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

6,324,318 (1)

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

6,324,318 (1)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

(1)  Includes 970,000 shares subject to options exercisable within 60 days of December 31, 2012, and 2,800,000 shares of common stock held by Mr. Hong as trustee of the Hong-Cha Community Property Trust.  Mr. Hong disclaims beneficial ownership of the shares held for this trust.

 

4


 

CUSIP No. 64118P109

 

Item 10.

Certification

 

Not Applicable

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 05, 2013

 

Date

 


/s/ Chun K. Hong

 

Signature

 


Chun K. Hong

 

Name/Title

 

5