Netlist, Inc. — Major Shareholding Notification 2010

Feb 16, 2010

SC 13G/A 1 a10-3770_1sc13ga.htm SC 13G/A

| UNITED

STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

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)

64118P109

(CUSIP Number)

December 31, 2009

(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).

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| 2. | Names of Reporting Persons Jae Dong Lee — 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 South Korean | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,165,251 | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 1,165,251 | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,165,251 | | | 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) 5.9% | | | 12. | Type of Reporting Person (See Instructions) IN | |

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CUSIP No. 64118P109
Item 1.
	(a)	Name of Issuer Netlist, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 51 Discovery, Suite 150, Irvine, California
92618
Item 2.
	(a)	Name of Person Filing Jae Dong Lee
	(b)	Address of Principal
Business Office or, if none, Residence 12943, 196 th CT., NE, Woodinville, WA 98077
	(c)	Citizenship South Korean
	(d)	Title of Class of
Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 64118P109
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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CUSIP No. 64118P109 — 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: 1,165,251
	(b)	Percent of class: 5.9%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 1,165,251
		(ii)	Shared power to vote or to
direct the vote 0
		(iii)	Sole power to dispose or
to direct the disposition of 1,165,251
		(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 .
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 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

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CUSIP No. 64118P10 9
Item 10.	Certification
	Not Applicable

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.

February 9, 2010
Date
/s/ Jae Dong Lee
Signature
Jae Dong Lee
Name/Title

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