UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AEHR TEST SYSTEMS
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00760J108
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(CUSIP Number)
Robert R. Anderson
6351 N. Whaleback Place
Tucson, AZ 85750
(520-309-5400)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 2017
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(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
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(1) NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Robert R. Anderson
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /x/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
PF
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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Number of (7) SOLE VOTING POWER 802,117
Shares --------------------------------------------
Beneficially (8) SHARED VOTING POWER 0
Owned by --------------------------------------------
Each (9) SOLE DISPOSITIVE POWER 802,117
Reporting --------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,117
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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Explanatory Note
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D
(the "Statement") filed with the Securities and Exchange Commission (the
"SEC") on December 8, 2014, by Robert R. Anderson ("Mr. Anderson") 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.
Anderson. As of the date hereof, Mr. Anderson 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 21,388,622
shares of Common Stock outstanding, which is the total
number of shares outstanding as of this filing date, and
assumes the exercise of the 92,438 options held by Mr.
Anderson which are exercisable within 60 days of this
filing date.
Mr. Anderson may be deemed to beneficially own in the
aggregate 802,117 shares of Common Stock, representing
approximately 3.8% of the outstanding shares of Common
Stock.
(b) The Robert Anderson 2000 Revocable Trust, of which Mr.
Anderson is trustee and has sole voting and dispositive
power, owns 709,679 shares of Common Stock, and 92,438
options to purchase shares of Common stock which are
exercisable within 60 days of this filing date.
(c) None.
(d) No person other than Mr. Anderson, 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
ROBERT R. ANDERSON.
By: /S/ Robert R. Anderson
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Name: Robert R. Anderson