AEHR TEST SYSTEMS — Major Shareholding Notification 2015

Apr 20, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Aehr Test Systems

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

00760J108

(CUSIP Number)

April 10, 2015

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

• 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 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).

CUSIP No. 00760J108

| 1. | Names of
reporting persons. QVT Financial LP | |
| --- | --- | --- |
| 2. | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) x | |
| 3. | SEC use only | |
| 4. | Citizenship or place of
organization Delaware | |
| Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 |
| | 6. | Shared voting power 1,410,548 |
| | 7. | Sole dispositive power 0 |
| | 8. | Shared dispositive power 1,410,548 |
| 9. | Aggregate amount beneficially owned by each reporting person 1,410,548 | |
| 10. | Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ¨ | |
| 11. | Percent of class represented by amount
in Row (9) 9.99% | |
| 12. | Type of reporting person (see
instructions) PN | |

CUSIP No. 00760J108

| 1. | Names of
reporting persons. QVT Financial GP LLC | |
| --- | --- | --- |
| 2. | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) x | |
| 3. | SEC use only | |
| 4. | Citizenship or place of
organization Delaware | |
| Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 |
| | 6. | Shared voting power 1,410,548 |
| | 7. | Sole dispositive power 0 |
| | 8. | Shared dispositive power 1,410,548 |
| 9. | Aggregate amount beneficially owned by each reporting person 1,410,548 | |
| 10. | Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ¨ | |
| 11. | Percent of class represented by amount
in Row (9) 9.99% | |
| 12. | Type of reporting person (see
instructions) OO | |

CUSIP No. 00760J108

| 1. | Names of
reporting persons. QVT Associates GP LLC | |
| --- | --- | --- |
| 2. | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) x | |
| 3. | SEC use only | |
| 4. | Citizenship or place of
organization Delaware | |
| Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 |
| | 6. | Shared voting power 1,410,548 |
| | 7. | Sole dispositive power 0 |
| | 8. | Shared dispositive power 1,410,548 |
| 9. | Aggregate amount beneficially owned by each reporting person 1,410,548 | |
| 10. | Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ¨ | |
| 11. | Percent of class represented by amount
in Row (9) 9.99% | |
| 12. | Type of reporting person (see
instructions) OO | |

CUSIP No. 00760J108

| 1. | Names of
reporting persons. QVT Fund LP | |
| --- | --- | --- |
| 2. | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) x | |
| 3. | SEC use only | |
| 4. | Citizenship or place of
organization Cayman Islands | |
| Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 |
| | 6. | Shared voting power 1,410,548 |
| | 7. | Sole dispositive power 0 |
| | 8. | Shared dispositive power 1,410,548 |
| 9. | Aggregate amount beneficially owned by each reporting person 1,410,548 | |
| 10. | Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ¨ | |
| 11. | Percent of class represented by amount
in Row (9) 9.99% | |
| 12. | Type of reporting person (see
instructions) PN | |

Item 1(a).	Name of Issuer Aehr Test Systems (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices The address of the Issuer’s principal executive offices is: 400 Kato Terrace, Fremont, California 94539, United States
Item 2(a).	Name of Person Filing
Item 2(b).	Address of Principal Business Office or, if none, Residence
Item 2(c).	Citizenship
	QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Partnership
	QVT Financial GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company
	QVT Associates GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company
	QVT Fund LP 190 Elgin Avenue George
Town, Grand Cayman, KY1 9005 Cayman Islands Cayman Islands Limited Partnership
Item 2(d).	Title of Class of Securities Common stock, $0.01 par value per share (the “Common Stock”).
Item 2(e).	CUSIP Number The CUSIP number of the Common Stock is 00760J108.
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨ 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 (15 U.S.C. 80a-3);
(j)	¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of
institution: .

ITEM 4. Ownership.

(a) Amount beneficially owned:

QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP and Quintessence Fund L.P. (collectively, the “Funds”). The Funds aggregately beneficially own 1,410,548 shares of Common Stock. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,410,548 shares of Common Stock, consisting of the shares beneficially owned by the Funds.

QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Funds, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Funds, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 1,410,548 shares of Common Stock.

The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of (i) 12,709,054 shares of Common Stock outstanding, which was the total number of shares issued and outstanding reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarterly period ended February 28, 2015, filed with the Securities and Exchange Commission on April 14, 2015 and (ii) 1,410,548 shares of Common Stock underlying the Issuer’s convertible notes, pursuant to Rule 13d-3(d)(1)(i).

(b) Percent of class:

See Item 11 of the Cover Pages to this Schedule 13G.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

0

(ii) Shared power to vote or to direct the vote

See item (a) above.

(iii) Sole power to dispose or to direct the disposition of

0

(iv) Shared power to dispose or to direct the disposition of

See item (a) above.

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.

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

ITEM 9. Notice of Dissolution of Group

Not Applicable

ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: April 20, 2015

QVT FINANCIAL LP — By QVT Financial GP LLC,		QVT FUND LP — By QVT Associates GP LLC,
its General Partner		its General Partner
By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/s/ Meg Eisner	By:	/s/ Meg Eisner
Name:	Meg Eisner	Name:	Meg Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory
QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC
By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/s/ Meg Eisner	By:	/s/ Meg Eisner
Name:	Meg Eisner	Name:	Meg Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G filed herewith (and any amendments thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: April 20, 2015

QVT FINANCIAL LP — By QVT Financial GP LLC,		QVT FUND LP — By QVT Associates GP LLC,
its General Partner		its General Partner
By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/s/ Meg Eisner	By:	/s/ Meg Eisner
Name:	Meg Eisner	Name:	Meg Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory
QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC
By:	/s/ Tracy Fu	By:	/s/ Tracy Fu
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/s/ Meg Eisner	By:	/s/ Meg Eisner
Name:	Meg Eisner	Name:	Meg Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory