SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 8)
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, 2011
(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)
x
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 7
CUSIP No.
018680 306
|
1
|
NAMES OF
REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
|
Peter C. Chang
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
|
|
|
(a)
o
|
|
|
|
|
(b)
o
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3
|
SEC
Use Only
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING
POWER
|
462,000
shares*
|
6
|
SHARED VOTING
POWER
|
779,320
shares
|
7
|
SOLE DISPOSITIVE
POWER
|
462,000
shares*
|
8
|
SHARED DISPOSITIVE
POWER
|
779,320
shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
|
1,241,320
shares*
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
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13.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
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*Subject to applicable community property
laws. Includes 8,000 shares held in the name of Mr. Changs minor children and
also includes 250,000 shares subject to outstanding stock options exercisable
within 60 days of December 31, 2011.
Note: This Amendment No. 8 to Schedule 13G does not include 200,000 restricted stock units (RSUs) granted to Peter C. Chang on May 6, 2011, which RSUs vest in five equal annual installments beginning on May 1, 2012. 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 7
CUSIP No.
018680 306
|
|
|
|
1
|
NAMES OF
REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
|
Chang Family
LLC
77-0553025
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
|
|
|
(a)
o
|
|
|
|
|
(b)
o
|
3
|
SEC Use Only
|
|
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
|
779,320
shares
|
7
|
SOLE DISPOSITIVE
POWER
|
None
|
8
|
SHARED DISPOSITIVE
POWER
|
779,320
shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
|
779,320
shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW
(9)
|
8.8%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
00
|
Page 3 of 7
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
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)
|
|
o
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Investment Company registered under section
8 of the Investment Company Act.
|
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(e)
|
|
o
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An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
|
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(f)
|
|
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)
|
|
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)
|
|
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)
|
|
o
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Group, in accordance with Section
240.13d-1(b)(ii)(J).
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Page 4 of 7
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.
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(a)
|
|
Amount beneficially owned: 1,241,320 shares of Common
Stock beneficially owned by Peter C. Chang, of which 779,320 shares are
held by the Chang Family LLC.
|
|
|
|
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(b)
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Percent of class: Peter
C. Chang and the Chang Family LLC beneficially own 13.6% and 8.8%,
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, 2011, in which the Issuer stated that the number of
shares of Common Stock outstanding as of October 31, 2011 was
8,893,515.
|
|
|
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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: 1,241,320 shares*
|
|
|
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(ii)
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Shared power to vote or to direct
the vote: 779,320 shares held by the Chang Family LLC.
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(iii)
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Sole power to dispose or to
direct the disposition of: 1,241,320 shares*
|
|
|
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(iv)
|
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Shared power to dispose or to
direct the disposition of: 779,320 shares held by the Chang Family
LLC.
|
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 1,241,320 shares, of which 779,320
shares are held by the Chang Family LLC (Mr. Chang and his wife, Mary C. Chen,
are the Managing Members). In addition, 8,000 shares are held in the name of Mr.
Changs minor children.
Item 7. 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 8,000 shares
held in the name of Mr. Changs minor children and also includes 250,000 shares
subject to outstanding stock options exercisable within 60 days of December 31,
2011.
Page 5 of 7
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
10, 2012
/s/Peter C. Chang
|
Peter C.
Chang
|
|
|
CHANG FAMILY
LLC
|
|
|
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By:
|
/s/Peter C. Chang
|
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Peter C. Chang
|
|
Managing
Member
|
Page 6 of 7
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 10, 2012
/s/Peter C. Chang
|
Peter C.
Chang
|
|
CHANG FAMILY
LLC
|
|
|
|
By:
|
/s/Peter C. Chang
|
|
Peter C. Chang
|
|
Managing
Member
|
Page 7 of 7
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