Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
January 24 2024 - 3:05PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Arteris, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
04302A104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this 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 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).
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 1 of 7 |
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1 |
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Names of Reporting Persons
Bayview Legacy, LLC |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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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
Delaware |
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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
0 |
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6 |
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Shared Voting Power
10,307,691 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
10,307,691 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,307,691 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 28.0% |
12 |
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Type of Reporting
Person OO |
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 2 of 7 |
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1 |
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Names of Reporting Persons
K. Charles Janac |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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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
179,130 |
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6 |
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Shared Voting Power
10,307,691 |
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7 |
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Sole Dispositive Power
179,130 |
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8 |
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Shared Dispositive Power
10,307,691 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,486,821 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
11 |
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Percent of Class
Represented by Amount in Row 9 28.4% |
12 |
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Type of Reporting
Person IN |
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 3 of 7 |
ITEM 1. (a) |
Name of Issuer: |
Arteris, Inc. (the Issuer).
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(b) |
Address of Issuers Principal Executive Offices: |
900 E. Hamilton Ave., Suite 300, Campbell, CA 95008
ITEM 2. (a) |
Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
Bayview Legacy, LLC
K. Charles Janac
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(b) |
Address or Principal Business Office: |
The business address for each of Bayview Legacy, LLC and Mr. Janac is c/o Arteris, Inc., 900 E. Hamilton Ave., Suite 300,
Campbell, CA 95008.
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(c) |
Citizenship of each Reporting Person is: |
Bayview Legacy, LLC is organized under the laws of the State of Delaware. Mr. Janac is a citizen of the United States.
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(d) |
Title of Class of Securities: |
Common Stock, par value $0.001 per share (Common Stock).
04302A104
Not applicable.
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 4 of 7 |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31,
2023, based upon 36,854,383 shares of Common Stock outstanding as of October 31, 2023, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 7, 2023.
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Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power to vote or to direct the
vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
Bayview Legacy, LLC |
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10,307,691 |
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28.0 |
% |
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0 |
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10,307,691 |
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0 |
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10,307,691 |
K. Charles Janac |
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10,486,821 |
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28.4 |
% |
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179,130 |
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10,307,691 |
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179,130 |
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10,307,691 |
Bayview Legacy, LLC is the record holder of 10,307,691 shares of Common Stock. Mr. Janac
is the manager of Bayview Legacy, LLC and, as such, may be deemed to share beneficial ownership of the securities held of record by Bayview Legacy, LLC.
Mr. Janac may also be deemed to share beneficial ownership of 179,130 shares of Common Stock, which includes (i) 100,000
shares of Common Stock held of record by Mr. Janac, (ii) 71,786 shares of Common Stock held of record by the Janac Trust and (iii) 7,344 shares of Common Stock underlying restricted stock units that will vest within 60 days of December 31,
2023.
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. |
Not applicable.
ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 5 of 7 |
ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 6 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.
Date: January 24, 2024
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Bayview Legacy, LLC |
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By: |
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/s/ K. Charles Janac |
Name: |
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K. Charles Janac |
Title: |
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Manager |
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K. Charles Janac |
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/s/ K. Charles Janac |
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CUSIP No. 04302A104 |
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Schedule 13G |
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Page 7 of 7 |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99 |
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Joint Filing Agreement (previously filed). |
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