Netlist, Inc. — Major Shareholding Notification 2008

Jan 29, 2008

SC 13G/A 1 a08-3248_1sc13ga.htm SC 13G/A

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SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Netlist, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

64118P 10 9

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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| CUSIP No. 64118P 10 9 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jun S. Cho | | | --- | --- | --- | | 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 United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,060,000 (1) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 1,060,000 (1) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,060,000 (1) | | | 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) 5.4% | | | 12. | Type of Reporting Person (See Instructions) IN | |

(1) Includes 500,000 shares of common stock held by Mr. Cho as trustee of the Chun Ki Hong 2004 Trust and 500,000 shares of common stock held by Mr. Cho as trustee of the Won Kyung Cha 2004 Trust. Mr. Cho disclaims beneficial ownership of the shares held for these trusts.

2

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| Item 1. | (a) | Name of Issuer Netlist, Inc. | | | --- | --- | --- | --- | | | (b) | Address of Issuer’s Principal Executive Offices 475 Goddard, Irvine, California 92618 | | | Item 2. | | | | | | (a) | Name of Person Filing Jun S. Cho | | | | (b) | Address of Principal Business Office or, if none, Residence 475 Goddard, Irvine, California 92618 | | | | (c) | Citizenship United States | | | | (d) | Title of Class of Securities Common Stock, par value $0.001 per share | | | | (e) | CUSIP Number 64118P 10 9 | | | 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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | | | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | | | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | | | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | | | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | | | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | | | (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | | | (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | | | (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | | | Not Applicable | | |

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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.
	(a)	Amount
beneficially owned: 1,060,000
(1)
	(b)	Percent
of class: 5.4%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 1,060,000
(1)
		(ii)	Shared
power to vote or to direct the vote 0
		(iii)	Sole
power to dispose or to direct the disposition of 1,060,000
(1)
		(iv)	Shared
power to dispose or to direct the disposition of 0
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 o .
	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
Item 9.	Notice of
Dissolution of Group
	Not
Applicable
Item 10.	Certification
	Not
Applicable

(1) Includes 500,000 shares of common stock held by Mr. Cho as trustee of the Chun Ki Hong 2004 Trust and 500,000 shares of common stock held by Mr. Cho as trustee of the Won Kyung Cha 2004 Trust. Mr. Cho disclaims beneficial ownership of the shares held for these trusts.

4

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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.

| January

29, 2008
Date
/s/ Jun S. Cho
Signature
Jun S. Cho
Name/Title

5

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