SemiLEDs (LEDS) Form 4 SemiLEDs / Scott R. Simplot ownership change

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^*

Simplot Scott R.

(Last) (First) (Middle)

1099 WEST FRONT STREET

(Street)

BOISE ID 83702

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								989,934	I	See Footnote(1)
Common Stock								31,036	I	See Footnote(2)
Common Stock	11/25/2019		P		500,000(3)	A	$3	500,000	I	See Footnote(3)
Common Stock	02/07/2020		J(4)		500,000(3)	D	$0.00	0	I	See Footnote(3)
Common Stock	02/07/2020		J(4)		500,000(3)	A	$0.00	500,000	I	See Footnote(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Unsecured Promissory Note	$3	11/25/2019		P		1,500,000(3)		11/25/2019	(5)	Common Stock	500,000	$1,500,000	500,000(3)	I	See Footnote(3)
Convertible Unsecured Promissory Note	$3	02/07/2020		J(4)			1,500,000(3)	11/25/2019	(5)	Common Stock	500,000	$1,500,000	0	I	See Footnote(3)
Convertible Unsecured Promissory Note	$3	02/07/2020		J(4)		1,500,000(3)		11/25/2019	(5)	Common Stock	500,000	$1,500,000	500,000(3)	I	See Footnote(4)

Explanation of Responses:

1. Consists of 989,934 shares of Common Stock owned of record by Simplot Taiwan Inc., an Idaho corporation. Simplot Taiwan Inc. is wholly owned by J.R. Simplot Company, a Nevada corporation. Mr. Simplot is the chairman of J.R. Simplot Company, and so may be deemed to have shared voting and investment power over such shares. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

2. Consists of 31,036 shares of Common Stock owned of record by JRS Properties III LLLP, an Idaho limited liability limited partnership. The sole general partner of JRS Properties III LLLP is JRS Management, L.L.C., an Idaho limited liability company. Mr. Simplot and Stephen A. Beebe are the managers of JRS Management, L.L.C., and so Mr. Simplot may be deemed to have shared voting and investment power over such shares. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Consists of a Convertible Unsecured Promissory Note initially issued to J.R. Simplot Company in the principal amount of $1,500,000. The Note is convertible into Common Stock at any time at a conversion price of $3.00 per share. Mr. Simplot is the chairman of J.R. Simplot Company, and so may be deemed to have shared voting and investment power over the shares into which such Note is convertible. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. On February 7, 2020, J.R. Simplot Company assigned the Convertible Unsecured Promissory Note to Simplot Taiwan Inc. for no consideration. Mr. Simplot is the chairman of J.R. Simplot Company, the sole owner of Simplot Taiwan Inc., and so may be deemed to have shared voting and investment power over the shares into which such Note is convertible. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. The Note has no expiration date.

Remarks:

	/s/ Scott R. Simplot	02/28/2020
	** Signature of Reporting Person	Date
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