SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOAN TRUNG T

(Last)

(First)

(Middle)

3F, NO. 11 KE JUNG RD., CHU-NAN SITE

HSINCHU SCIENCE PARK, MIAO-LI COUNTY

(Street)

CHU-NAN

350

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SemiLEDs Corp [ LEDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2014		A		146,250⁽¹⁾⁽²⁾	A	$0	2,225,805	D
Common Stock	05/09/2014		A		48,750⁽³⁾	A	$0	2,274,555	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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.

	/s/ Timothy Lin, attorney-in-fact	05/13/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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