sc13da210114007_03182015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

GSI Technology, Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

36241U106
(CUSIP Number)
 
ERIC SINGER
VERTEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 18, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 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).
 
 
 
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Vertex Opportunities Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
700,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
700,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
700,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Vertex GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
700,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
700,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
700,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Vertex Special Opportunities Fund IV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,653,557
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,653,557
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,653,557
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Vertex Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,353,557
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,353,557
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,353,557
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IA

 
5
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Eric Singer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
2,353,557
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,353,557
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,353,557
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Stephen L. Domenik
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Kelvin Khoo
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 36241U106
 
1
NAME OF REPORTING PERSON
 
Nicholas Mitsakos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 36241U106
 
The following constitutes Amendment No. 2 to Schedule 13D filed by the undersigned (the “Amendment No.1”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2.
Identity and Background.
 
 
Item 2 is hereby amended and restated to read as follows:
 
 
(a)
This statement is filed by:
 
 
(i)
Vertex Opportunities Fund, LP, a Delaware limited partnership (“Vertex Opportunities”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Vertex GP, LLC, a Delaware limited liability company (“Vertex GP”), as the general partner of Vertex Opportunities;
 
 
(iii)
Vertex Special Opportunities Fund IV, LLC, a Delaware limited liability company (“VSO IV”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Vertex Capital Advisors, LLC, a Delaware limited liability company (“Vertex Capital”), as the investment manager of each of Vertex Opportunities and VSO IV;
 
 
(v)
Eric Singer, as the manager of VSO IV, managing member of each of Vertex GP and Vertex Capital and as an individual and a nominee for election to the Board of Directors of the Company (the “Board”);
 
 
(vi)
Stephen L. Domenik, an individual and a nominee for election to the Board;
 
 
(vii)
Kelvin Khoo, an individual and a nominee for election to the Board; and
 
 
(viii)
Nicholas Mitsakos, an individual and a nominee for election to the Board.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Vertex Opportunities, VSO IV, Vertex GP, Vertex Capital and Eric Singer is 825 Third Ave. 33rd Floor, New York, New York 10022. The address of the principal office of Mr. Domenik is c/o Sevin Rosen Funds, 421 Kipling Street, Palo Alto, California 94301. The address of the principal office of Mr. Khoo is 1895 Bright Willow Circle, San Jose, California 95131. The address of the principal office of Mr. Mitsakos is c/o Arcadia Holdings, Inc., One Ferry Building, Suite 255, San Francisco, California 94111.
 
(c)           The principal business of Vertex Opportunities is investing in securities. The principal business of Vertex GP is acting as the general partner of Vertex Opportunities. The principal business of VSO IV is investing in securities. The principal business of Vertex Capital is serving as the investment manager to each of Vertex Opportunities and VSO IV. The principal occupation of Mr. Singer is serving as the managing member of each of Vertex GP and Vertex Capital. The principal occupation of Mr. Domenik is acting as general partner at Sevin Rosen Funds, a venture capital firm. The principal occupation of Mr. Khoo is managing his personal investments and serving as management advisor to several private technology companies. Mr. Khoo served as VP of business Development of NetLogic Microsystems, Inc. (acquired by Broadcom Corporation in February 2012) from June 2011 to March 2015. The principal occupation of Mr. Mitsakos is serving as Chairman and CEO of Arcadia Holdings, Inc., an investment firm focused on private equity and venture capital.
 
 
10
 
CUSIP NO. 36241U106
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of Vertex Opportunities, Vertex GP, VSO IV, and Vertex Capital is organized under the laws of the State of Delaware. Messrs. Singer, Domenik, Khoo and Mitsakos are citizens of the United States of America.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 18, 2015, the Reporting Persons delivered a supplement to the March 17, 2015 letter to the Issuer, adding Kelvin Khoo as a nominee and thereby nominating Eric Singer, Stephen L. Domenik, Kelvin Khoo and Nicholas Mitsakos (the “Nominees”) for election to the Board at the Issuer’s 2015 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”). The Reporting Persons intend to engage in discussions with management, the Board and stockholders of the Issuer regarding the nomination of directors at the Annual Meeting and the composition of the Issuer’s Board generally.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a)-(c) are hereby amended to add the following
 
 
G.
Kelvin Khoo
 
 
(a)
As of the close of business on March 17, 2015, Mr. Khoo did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: -0-
 
2. Shared power to vote or direct vote: -0-
 
3. Sole power to dispose or direct the disposition: -0-
 
4. Shared power to dispose or direct the disposition: -0-

 
(c)
Mr. Khoo has not entered into any transactions in the Shares during the past sixty days.
 
 
11
 
CUSIP NO. 36241U106
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On March 18, 2015, the Reporting Persons entered into Amendment No. 1 to the Joint Filing and Solicitation Agreement (the “Amendment”) pursuant to which, among other things, Kelvin Khoo was added as a Nominee to the terms of the Agreement. In all other respects, the terms and conditions of the Joint and Filing Solicitation Agreement remain in full force and effect.  A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Pursuant to a letter agreement, Vertex Opportunities has agreed to indemnify Mr. Khoo against any and all claims of any nature arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Amendment No. 1 to the Joint Filing and Solicitation Agreement
 
 
99.2
Form of Indemnification Agreement, incorporated herein by reference to the Schedule 13D Amendment No. 1 filed with the Securities and Exchange Commission on March 17, 2015.
 
 
99.3
Power of Attorney
 
 
12
 
CUSIP NO. 36241U106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 18, 2015

 
Vertex Opportunities Fund, LP
   
 
By:
Vertex GP, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex GP, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Special Opportunities Fund II, LP
   
 
By:
Vertex Special Opportunities GP II, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Special Opportunities GP II, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
Vertex Capital Advisors, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
/s/ Eric Singer
 
ERIC SINGER, Individually and as Attorney-in-Fact for Stephen L. Domenik, Kelvin Khoo and Nicholas Mitsakos
 
 
13