Scott R. Simplot - 08 Jan 2024 Form 4 Insider Report for SemiLEDs Corp (LEDS)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: LEDS
Reported as of: 08 Jan 2024
Net transaction value: +$399,999
SEC form: 4
Accepted by SEC: 10 Jan 2024, 17:05:47 UTC
Next SEC filing: 04 Mar 2025
Source filing: View source filing
Reporting owner signature: /s/ Scott R. Simplot

Key filing fact

Scott R. Simplot filed Form 4 for SemiLEDs Corp (LEDS) on 10 Jan 2024.

Key facts

This page summarizes Scott R. Simplot's Form 4 filing for SemiLEDs Corp (LEDS).
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 10 Jan 2024, 17:05.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: +$399,999.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LEDS transaction

Common Stock

Conversion of derivative security

Transaction value: $1,375,529
Shares: +1,050,022
Change %: +94%
Price: $1.31
Shares after: 2,170,992
Date: 08 Jan 2024
Ownership: See Footnote
Footnotes: F1, F2

LEDS transaction

Common Stock

Other

Transaction value: $399,999
Shares: +305,343
Change %: +14%
Price: $1.31
Shares after: 2,476,335
Date: 08 Jan 2024
Ownership: See Footnote
Footnotes: F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LEDS transaction Derivative

Convertible Unsecured Promissory Note

Conversion of derivative security

Transaction value: $1,375,529
Shares
Change %
Price
Shares after: 0
Date: 08 Jan 2024
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 1,050,022
Exercise price: $1.31
Footnotes: F1, F2, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

On February 20, 2020, J.R. Simplot Company, a Nevada corporation ("JRS"), assigned a Convertible Unsecured Promissory Note initially issued to JRS by the Issuer in the original principal amount of $1,500,00 (the "Note") for no consideration to Simplot Taiwan Inc., an Idaho corporation ("ST"). The Note is convertible into Common Stock of the Issuer at any time at a conversion price of $1.31. On January 8, 2024 (the "Effective Date"), ST converted $1,375,529 of the Note, which amount represents $1,200,000 of principal and $175,529 of interest, into 1,050,022 shares of Common Stock of the Issuer.

Footnote F2

Consists of (i) 2,139,957 shares of Common Stock owned of record by ST and (ii) 31,036 shares of Common Stock owned of record by JRS Properties III LLLP, an Idaho limited liability limited partnership ("JRS Properties"). ST is wholly owned by JRS, and Scott R. Simplot (the "Reporting Person") is the chairman of JRS. Accordingly, the Reporting Person may be deemed to have shared voting and investment power over the shares held by ST. JRS Management L.L.C., an Idaho limited liability company ("JRS Management"), is the sole general partner of JRS Properties. The Reporting Person and Stephen A. Beebe are the managers of JRS Management, and accordingly the Reporting Person may be deemed to have shared voting and investment power over the shares held by JRS Properties. The Reporting Person disclaims beneficial ownership over the shares reported herein except to the extent of his pecuniary interest therein.

Footnote F3

On the Effective Date, ST received 305,343 shares of Common Stock of the Issuer as a payment of interest pursuant to a Loan Agreement between the Issuer and JRS dated January 8, 2019, as amended on January 16, 2021, January 14, 2022, January 13, 2023 and January 7, 2024 (the "Loan Agreement"), and assigned by JRS to ST. The Reporting Person is the chairman of JRS, and accordingly may be deemed to have shared voting and investment power over such shares. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

Footnote F4

Consists of the number of shares issued to ST on the Effective Date representing the payment of interest under the Loan Agreement described above.

Footnote F5

The Note has no expiration date. As a result of the transaction reported herein, all amounts due and payable under the Note have been satisfied in full.