UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
SCHEDULE 13G |
¨ | Rule 13d-1(b) |
¨ | Rule 13d-1(c) |
þ | 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. |
1. | Names of reporting persons Kishore V. Seendripu, Ph.D. | |||
2. | Check the appropriate box if a member of a group (See Instructions) (a) ¨ (b) ¨ | |||
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 | ||
4,120,901 shares of Common Stock (1) | ||||
6. | Shared voting power | |||
251,202 (2) | ||||
7. | Sole dispositive power | |||
4,120,901 shares of Common Stock (1) | ||||
8. | Shared dispositive power | |||
251,202 (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
4,372,103 shares of Common Stock (3) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
11. | Percent of Class Represented by Amount in Row (9) | |||
6.1% (4) | ||||
12. | Type of Reporting Person (See Instructions) IN |
(1) | Consists of 28,888 shares of Common Stock held of record by the Reporting Person, 18,920 shares of Common Stock held of record by the Seendripu Relatives Trust dated October 5, 2009 (“Relatives Trust”), 582,064 shares of Common Stock held of record by the Kishore V. Seendripu 2018 Annuity Trust dated May 12, 2018 (“2018 Kishore Trust”), 582,064 shares of Common Stock held of record by the Rekha S. Seendripu 2018 Annuity Trust dated May 12, 2018 (“2018 Rekha Trust”), 805,622 shares of Common Stock held of record by the Kishore V. Seendripu 2019 Annuity Trust dated May 6, 2019 (“2019 Kishore Trust”), 805,622 shares of Common Stock held of record by the Rekha S. Seendripu 2019 Annuity Trust dated May 9, 2019 (“2019 Rekha Trust”), 500,000 shares of Common Stock held of record by the Kishore V. Seendripu 2019-2 Annuity Trust dated November 9, 2019 (“2019-2 Kishore Trust”), 500,000 shares of Common Stock held of record by the Rekha S. Seendripu 2019-2 Annuity Trust dated November 9, 2019 (“2019-2 Rekha Trust”), options to purchase 291,877 shares of Common Stock held by the Reporting Person that are fully vested and exercisable within sixty days of December 31, 2019, and 5,844 restricted stock units scheduled to vest within 60 days of December 31, 2019. Kishore V. Seendripu, Ph.D., a member of the Issuer’s board of directors and named executive officer, is a trustee of the Relatives Trust, 2018 Kishore Trust, 2018 Rekha Trust, 2019 Kishore Trust, 2019 Rekha Trust, 2019-2 Kishore Trust, and 2019-2 Rekha Trust. |
(2) | Consists of 251,202 shares of Common Stock held of record by the Seendripu Family Trust dated October 5, 2009, for which the Reporting Person and the Reporting Person's spouse serve as trustees (“Family Trust”). |
(3) | Consists of 28,888 shares of Common Stock held of record by the Reporting Person, 18,920 shares of Common Stock held of record by the Relatives Trust, 582,064 of Common Stock held of record by the 2018 Kishore Trust, 582,064 shares of Common Stock held of record by the 2018 Rekha Trust, 805,622 shares of Common Stock held of record by the 2019 Kishore Trust, 805,622 shares of Common Stock held of record by the 2019 Rekha Trust, 500,000 shares of Common Stock held of record by the 2019-2 Kishore Trust, 500,000 shares of Common Stock held of record by the 2019-2 Rekha Trust, 251,202 shares of Common Stock held of record by the Family Trust, options to purchase 291,877 shares of Common Stock held by the Reporting Person that are fully vested and exercisable within sixty days of December 31, 2019, and 5,844 restricted stock units scheduled to vest within 60 days of December 31, 2019. |
(4) | This number represents the percentage obtained by: dividing (a) the total number of shares of the Issuer’s Common Stock being reported in this Statement (4,372,103) by (b) the number of shares of the Issuer’s Common Stock outstanding on October 17, 2019 (71,565,950), based on information publicly disclosed by the Issuer. |
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(1) | Consists of 28,888 shares of Common Stock held of record by the Reporting Person, 18,920 shares of Common Stock held of record by the Seendripu Relatives Trust dated October 5, 2009 (“Relatives Trust”), 582,064 shares of Common Stock held of record by the Kishore V. Seendripu 2018 Annuity Trust dated May 12, 2018 (“2018 Kishore Trust”), 582,064 shares of Common Stock held of record by the Rekha S. Seendripu 2018 Annuity Trust dated May 12, 2018 (“2018 Rekha Trust”), 805,622 shares of Common Stock held of record by the Kishore V. Seendripu 2019 Annuity Trust dated May 6, 2019 (“2019 Kishore Trust”), 805,622 shares of Common Stock held of record by the Rekha S. Seendripu 2019 Annuity Trust dated May 9, 2019 (“2019 Rekha Trust”), 500,000 shares of Common Stock held of record by the Kishore V. Seendripu 2019-2 Annuity Trust dated November 9, 2019 (“2019-2 Kishore Trust”), 500,000 shares of Common Stock held of record by the Rekha S. Seendripu 2019-2 Annuity Trust dated November 9, 2019 (“2019-2 Rekha Trust”), 251,202 shares of Common Stock held of record by the Seendripu Family Trust dated October 5, 2009, for which the Reporting Person and the Reporting Person's spouse serve as trustees (“Family Trust”), options to purchase 291,877 shares of Common Stock held by the Reporting Person that are fully vested and exercisable within sixty days of December 31, 2019, and 5,844 restricted stock units scheduled to vest within 60 days of December 31, 2019. Kishore V. Seendripu, Ph.D., a member of the Issuer’s board of directors and named executive officer, is a trustee of the Relatives Trust, 2018 Kishore Trust, 2018 Rekha Trust, 2019 Kishore Trust, 2019 Rekha Trust, 2019-2 Kishore Trust, and 2019-2 Rekha Trust. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
February 12, 2020 | ||||
Date | ||||
By: | /s/ Kishore V. Seendripu, Ph.D. | |||
Print Name: | Kishore V. Seendripu, Ph.D. | |||