UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AEHR TEST
SYSTEMS
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
00760J108
(CUSIP Number)
December 30, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[] Rule 13d-1(c)
[] 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.
The information required in 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).
Page 1 of 11
-----------------------
CUSIP No. 00760J108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,446,535
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,446,690
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,690
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 11
|
-----------------------
CUSIP No. 00760J108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,446,535
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,446,690
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,690
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
Page 3 of 11
|
Item 1(a). Name of Issuer:
AEHR TEST SYSTEMS
Item 1(b). Address of Issuer's
Principal Executive Offices:
400 KATO TERRACE
FREMONT, CA
94539
Item 2(a). Name of Persons
Filing:
THE GOLDMAN
SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
Item 2(b). Address of Principal
Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.
200 West Street
New York, NY 10282
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS
& CO. LLC - New York
Item 2(d). Title of Class of
Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
00760J108
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:
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman Sachs & Co. LLC
(b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); Goldman Sachs & Co. LLC
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A)
through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 4 of 11
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv). Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five
Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than
Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, securities held in their accounts.
Clients known to have such right or power with respect to more than
5% of the class of securities to which this report relates are:
NONE
Item 7. Identification and
Classification of the Subsidiary Which
Acquired the
Security Being Reported on by the Parent Holding Company.
See Exhibit (99.2)
Item 8. Identification and
Classification of Members of the Group.
Not
Applicable
Item 9. Notice of Dissolution of
Group.
Not Applicable
Item 10.
Certification.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a
nomination under Section 240.14a-11.
*In accordance with the Securities and Exchange Commission
Release No. 34-39538 (January 12, 1998) (the "Release"), this
filing reflects the securities beneficially owned by certain
operating units (collectively, the "Goldman SachsReporting Units")
of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect
securities, if any, beneficially owned by any operating units of
GSG whose ownership of securities is disaggregated from that of the
Goldman Sachs Reporting Units in accordance with the Release. The
Goldman Sachs Reporting Units disclaim beneficial ownership of the
securities beneficially owned by (i) any client accounts with
respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with
respect to which there are limits on their voting or investment
authority or both and
(ii) certain investment entities of which the Goldman Sachs
Reporting Units act as the general partner, managing general
partner or other manager, to the extent interests in such entities
are held by persons other than the Goldman Sachs Reporting
Units.
Page 5 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: January 31, 2023,
THE GOLDMAN
SACHS GROUP, INC.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
GOLDMAN SACHS
& CO. LLC
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
Page 6 of 11
INDEX TO
EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
|
Page 7 of 11
EXHIBIT
(99.1)
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the joint
filing of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, par value
$0.01 per share, of AEHR TEST SYSTEMS and further agree to the
filing of this agreement as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: January 31, 2023,
THE GOLDMAN
SACHS GROUP, INC.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
GOLDMAN SACHS
& CO. LLC
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
Page 8 of 11
EXHIBIT
(99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group,
Inc. ("GS Group"), as a parent holding company, are owned, or may
be deemed to be beneficially owned, by Goldman Sachs & Co. LLC
("Goldman Sachs"), a broker or dealer registered under Section 15
of the Act and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940. Goldman Sachs is a
subsidiary of GS Group.
Page 9 of 11
EXHIBIT
(99.3)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,
INC. (the "Company") does hereby make, constitute and appoint each
Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna
Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail,
Terrance Grey, and Kshama Mishra, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may
be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said Attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until December 8, 2023 unless earlier revoked by written
instrument, or in the event an Attorney-in-fact ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates
or ceases to perform the function in connection with which he or
she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to the remaining Attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke the
Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard
to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted
by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer,
Jamie Minieri, and Terrance Grey on December 1, 2021.
IN WITNESS WHERE OF, the under signed has duly subscribed these
presents as of December 8, 2022.
GOLDMAN SACHS & C0.
LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Authorized Signatory
|
Page 10 of 11
EXHIBIT
(99.4)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO.
LLC (the "Company") does hereby make, constitute and appoint each
Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna
Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail,
Terrance Grey, and Kshama Mishra, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may
be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said Attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until December 8, 2023 unless earlier revoked by written
instrument, or in the event an Attorney-in-fact ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates
or ceases to perform the function in connection with which he or
she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to the remaining Attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke the
Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard
to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted
by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer,
Jamie Minieri, and Terrance Grey on December 1, 2021.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
GOLDMAN SACHS & C0.
LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Authorized Signatory
|
Page 11 of 11
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