SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 12)
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,
2015
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ 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 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 8
CUSIP No. 018680 306 |
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1 |
NAMES OF REPORTING PERSONS: |
Peter C.
Chang |
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I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: |
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2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ☐ |
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(b)
☐ |
3 |
SEC Use Only |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER |
16,000
shares* |
6 |
SHARED
VOTING POWER |
1,258,640 shares |
7 |
SOLE
DISPOSITIVE POWER |
16,000
shares* |
8 |
SHARED
DISPOSITIVE POWER |
1,258,640 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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1,274,640 shares* |
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10 |
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
7.3% |
12 |
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) |
IN |
*Subject to applicable
community property laws. Includes 16,000 shares held in the name of Mr. Changs
children.
Note: This Amendment No. 12 to
Schedule 13G does not include 80,000 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 began on May 1, 2012. Also does not include 40,000 unvested RSUs granted
to Peter C. Chang on April 19, 2013 as part of an aggregate award of 120,000
RSUs. The 120,000 RSUs vest in three equal annual installments which vesting
began on May 1, 2014. Also does not include 240,000 unvested RSUs granted to
Peter C. Chang on April 2, 2015 which vest in four equal annual installments
beginning on May 1, 2016. All of 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 8
CUSIP No. 018680 306 |
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1 |
NAMES OF REPORTING PERSONS: |
Chang Family
LLC |
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I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: |
77-0553025 |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ☐ |
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(b)
☐ |
3 |
SEC Use Only |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER |
None |
6 |
SHARED
VOTING POWER |
1,158,640 shares |
7 |
SOLE
DISPOSITIVE POWER |
None |
8 |
SHARED
DISPOSITIVE POWER |
1,158,640 shares |
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,158,640 shares |
10 |
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
6.7% |
12 |
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) |
00 |
Page 3 of 8
CUSIP No. 018680 306 |
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1 |
NAMES OF REPORTING PERSONS: |
The Peter and Mary Chang
Foundation |
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I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: |
46-3723472 |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ☐ |
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(b)
☐ |
3 |
SEC Use Only |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER |
None |
6 |
SHARED
VOTING POWER |
100,000
shares |
7 |
SOLE
DISPOSITIVE POWER |
None |
8 |
SHARED
DISPOSITIVE POWER |
100,000
shares |
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
100,000
shares |
10 |
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
0.6% |
12 |
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) |
00 |
Page 4 of 8
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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☐ |
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Broker or Dealer registered under Section 15 of the
Act. |
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(b) |
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☐ |
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Bank as defined in section 3(a) (6) of the Act. |
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(c) |
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☐ |
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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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☐ |
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Investment Company registered under section 8 of the Investment
Company Act. |
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(e) |
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☐ |
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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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☐ |
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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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☐ |
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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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☐ |
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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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☐ |
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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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☐ |
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Group, in accordance with Section
240.13d-1(b)(ii)(J). |
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 8
Amount beneficially owned: 1,274,640 shares of Common Stock beneficially
owned by Peter C. Chang, of which 1,158,640 shares are held by the Chang Family
LLC, 16,000 shares held in the name of Mr. Changs children and 100,000 shares
are held by the Peter and Mary Chang Foundation.
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(a) |
Percent of
class: The Chang Family LLC and the Peter and Mary Chang Foundation
beneficially own 6.7% and 0.6%, 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, 2015, in which the
Issuer stated that the number of shares of Common Stock outstanding as of
October 31, 2015 was 17,384,733. |
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(b) |
Number of
shares as to which the person has: |
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(i) |
Sole power
to vote or to direct the vote: 16,000 shares* |
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(ii) |
Shared
power to vote or to direct the vote: 1,158,640 shares held by the Chang
Family LLC. |
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(iii) |
Shared
power to vote or to direct the vote: 100,000 shares held by the Peter and
Mary Chang Foundation. |
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(iv) |
Sole power
to dispose or to direct the disposition of: 16,000 shares* |
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(v) |
Shared
power to dispose or to direct the disposition of: 1,158,640 shares held by
the Chang Family LLC. |
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(vi) |
Shared
power to dispose or to direct the disposition of: 100,000 shares held by
the Peter and Mary Chang Foundation. |
Item 5. Ownership of Five
Percent or Less of a Class
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 [ ].
Item 6. Ownership of More
than Five Percent on Behalf of Another Person
Peter C. Chang beneficially owns 1,274,640 shares, of which 1,158,640
shares are held by the Chang Family LLC and 100,000 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 children.
Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person |
Not
applicable.
Item 8. Identification and
Classification of Members of the Group
Not
applicable.
Item 9. Notice of
Dissolution of Group
Not
applicable.
Item 10. Certifications
Not
applicable.
*
Subject to applicable community property laws. Includes 16,000 shares held in
the name of Mr. Changs children.
Page 6 of 8
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: February 8, 2016
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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: |
/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: |
/s/Peter C.
Chang |
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Peter C. Chang |
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Managing
Member |
Page7 of 8
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: February 8, 2016
/s/Peter C.
Chang |
Peter C. Chang |
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CHANG FAMILY LLC |
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By: |
/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: |
/s/Peter C.
Chang |
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Peter C. Chang |
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Managing
Member |
Page 8 of 8
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