Statement of Ownership (sc 13g)
01 February 2014 - 6:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 10)
ALLIANCE FIBER OPTIC PRODUCTS,
INC.
(Name of Issuer)
Common Stock, par value
$0.001
(Title of Class of Securities)
018680 306
(CUSIP Number)
December 31, 2013
(Date of Event which
Requires Filing of Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
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c
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Rule 13d-1(b)
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c
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting persons
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 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).
Page 1 of 9
CUSIP No.
018680 306
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1
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NAMES OF REPORTING
PERSONS:
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Peter C. Chang
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING
POWER
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16,000
shares*
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6
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SHARED VOTING
POWER
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1,758,640
shares
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7
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SOLE DISPOSITIVE
POWER
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16,000
shares*
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8
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SHARED DISPOSITIVE
POWER
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1,758,640
shares
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
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EACH REPORTING
PERSON
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1,774,640 shares*
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9)
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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS
REPRESENTED
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BY AMOUNT IN ROW
(9)
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9.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Subject to applicable community property
laws. Includes 16,000 shares held in the name of Mr. Changs minor children.
Note: This Amendment No. 10 to Schedule
13G does not include 240,000 unvested restricted stock units (RSUs) granted to
Peter C. Chang on May 6, 2011 as part of an aggregate award of 400,000 RSUs. The
400,000 RSUs vest in five equal annual installments, which vesting begin on May
1, 2012. Also does not include 120,000 RSUs granted to Peter C. Chang on April
19, 2013, which RSUs vest in three equal annual installments beginning on May 1,
2014. The RSUs vest in full in the event of a change in control of the Issuer or
in the event of Mr. Changs termination due to death or involuntary
discharge.
Page 2 of 9
CUSIP No.
018680 306
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1
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NAMES OF REPORTING
PERSONS:
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Chang Family LLC
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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77-0553025
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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None
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6
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SHARED VOTING POWER
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1,558,640 shares
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7
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SOLE DISPOSITIVE POWER
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None
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8
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SHARED DISPOSITIVE POWER
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1,558,640 shares
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
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EACH REPORTING PERSON
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1,558,640 shares
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9)
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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS
REPRESENTED
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BY AMOUNT IN ROW (9)
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8.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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00
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Page 3 of 9
CUSIP No.
018680 306
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1
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NAMES OF REPORTING
PERSONS:
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The Peter and Mary Chang Foundation
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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46-3723472
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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None
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6
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SHARED VOTING POWER
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200,000 shares
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7
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SOLE DISPOSITIVE POWER
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None
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8
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SHARED DISPOSITIVE POWER
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200,000 shares
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
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EACH REPORTING PERSON
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200,000 shares
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9)
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EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS
REPRESENTED
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BY AMOUNT IN ROW (9)
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1.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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00
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Page 4 of 9
Item 1(a) Name of
Issuer
:
Alliance Fiber Optic Products, Inc.
Item 1(b) Address of Issuers Principal
Executive Offices
:
275
Gibraltar Drive, Sunnyvale, California 94089
Item 2(a) Name of Person
Filing
:
(i)
Peter C. Chang;
(ii)
Chang Family LLC
(iii)
The Peter and Mary Chang Foundation
Item 2(b) Address of Principal Business
Office or, if none, Residence:
275
Gibraltar Drive, Sunnyvale, California 94089
Item 2(c) Citizenship:
(i)
United States;
(ii)
California
Item 2(d) Title of Class of
Securities:
Common Stock, $0.001 par value
Item 2(e) CUSIP Number:
018680 306
Item 3. If this statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or Dealer registered under Section 15 of the
Act.
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(b)
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o
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Bank as defined in section 3(a) (6) of the
Act.
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(c)
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o
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Insurance Company as defined in section 3(a)
(19) of the Act.
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(d)
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o
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Investment Company registered under section
8 of the Investment Company Act.
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(e)
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o
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An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or an endowment
fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person
in accordance with Section 240.13d-1(b)(ii)(G);
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(h)
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o
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A saving association as defined in Section
3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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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;
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(j)
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o
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Group, in accordance with Section
240.13d-1(b)(ii)(J).
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
Page 5 of 9
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(a)
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Amount beneficially
owned: 1,774,640 shares of Common Stock beneficially owned by Peter C.
Chang, of which 1,558,640 shares are held by the Chang Family LLC and
200,000 shares are held by the Peter and Mary Chang
Foundation.
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(b)
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Percent of class: The
Chang Family LLC and the Peter and Mary Chang Foundation beneficially own
8.5% and 1.1%, respectively. The calculation of percentage of beneficial
ownership was derived from the Issuers Quarterly Report on Form 10-Q for
the quarter ended September 30, 2013, in which the Issuer stated that the
number of shares of Common Stock outstanding as of October 31, 2013 was
18,335,022.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to direct
the vote: 16,000 shares*
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(ii)
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Shared power to vote or to direct
the vote: 1,558,640 shares held by the Chang Family LLC.
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(iii)
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Shares power to vote or to direct
the vote: 200,000 shares held by the Peter and Mary Chang
Foundation.
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(iv)
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Sole power to dispose or to
direct the disposition of: 16,000 shares*
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(v)
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Shared power to dispose or to
direct the disposition of: 1,558,640 shares held by the Chang Family
LLC.
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(vi)
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Shares power to dispose or to
direct the disposition of: 200,000 shares held by the Peter and Mary Chang
Foundation.
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Item 5.
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Ownership of Five Percent or
Less of a Class
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person
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Peter C. Chang beneficially owns 1,774,640
shares, of which 1,558,640 shares are held by the Chang Family LLC and
200,000 shares are held by the Peter and Mary Chang Foundation (Mr. Chang
and his wife, Mary C. Chen, are the Managing Members). In addition, 16,000
shares are held in the name of Mr. Changs minor children.
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on
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By the Parent Holding Company
or Control Person
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Not applicable.
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Item 8.
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Identification and
Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of
Group
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Not
applicable.
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Page 6 of 9
Item 10. Certifications
Not
applicable.
*
Subject to applicable community property laws. Includes 16,000 shares held in
the name of Mr. Changs minor children.
Page 7 of 9
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.
Dated:
January 31, 2014
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/s/Peter C.
Chang
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Peter C. Chang
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CHANG FAMILY
LLC
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By:
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/s/Peter C. Chang
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Peter C. Chang
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Managing Member
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PETER AND MARY CHANG
FOUNDATION
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By:
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/s/Peter C. Chang
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Peter C. Chang
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Managing
Member
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Page 8 of 9
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE
13G
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing, on behalf of each of
them, of a Statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock of Alliance Fiber Optic Products, Inc. Each of them is
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the is responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Date: January 31, 2014
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/s/Peter C.
Chang
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Peter C. Chang
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CHANG FAMILY
LLC
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By:
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/s/Peter C. Chang
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Peter C. Chang
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Managing Member
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PETER AND MARY CHANG
FOUNDATION
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By:
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/s/Peter C. Chang
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Peter C. Chang
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Managing
Member
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Page 9 of 9
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