RICHARDSON ELECTRONICS, LTD. — Major Shareholding Notification 2017

Jan 6, 2017

SC 13G/A 1 rell-sc13ga_123116.htm AMENDED ACQUISITION OF BENEFICIAL OWNERSHIP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 29)*

RICHARDSON ELECTRONICS, LTD.

(Name of Issuer)

Common Stock, par value $.05 per share

(Title of Class of Securities)

763165107

(Cusip Number)

December 31, 2016

(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 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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CUSIP No. 763165107

| (1) | Name
of reporting person S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Edward
J. Richardson | |
| --- | --- | --- |
| (2) | Check
the appropriate box if a member of a group NA | |
| (3) | SEC
use only | |
| (4) | Citizenship
or place of organization U.
S. A. | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole
voting power 2,108,966 |
| | (6) | Shared
voting power 0 |
| | (7) | Sole
dispositive power 2,108,966 |
| | (8) | Shared
dispositive power 0 |
| (9) | Aggregate
amount beneficially owned by each reporting person 2,108,966 | |
| (10) | Check
box if the aggregate amount in Row (9) excludes certain shares | |
| (11) | Percent
of class represented by amount in Row 9 16.4% | |
| (12) | Type
of reporting person IN | |

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This Amendment Number 29 amends the Schedule 13G dated August 29, 2016, filed by the undersigned in connection with his beneficial ownership of Common Stock, $.05 par value, of Richardson Electronics, Ltd. (the “Company”) as follows:

Item 4. Ownership

Item 4 is hereby amended by deleting the same in its entirety and substituting the following in lieu thereof:

(a)

Includes 2,108,966 shares of Common Stock which would be issued upon conversion of Mr. Richardson’s Class B Common Stock and 50,000 shares of Common Stock to which Mr. Richardson holds stock options.

(b)

Percent of Class

16.4%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

2,108,966

(ii)

sole power to dispose or to direct the disposition of

2,108,966

(iii)

shared power to dispose or to direct the disposition of

0

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
6, 2017 | /s/
Edward J. Richardson |
| --- | --- |
| Name | Edward
J. Richardson |

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