RICHARDSON ELECTRONICS, LTD. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G/A 1 fp0073117_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Richardson Electronics, Ltd.

(Name of Issuer)

Common Stock, $0.05 par value

(Title of Class of Securities)

763165107

(CUSIP Number)

December 31, 2021

(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).

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CUSIP NO. 763165107 Schedule 13G

| 1 | NAMES
OF REPORTING PERSONS Chain
of Lakes Investment Fund, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) [
] (b) [
] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 735,590 |
| 7 | SOLE
DISPOSITIVE POWER 0 |
| 8 | SHARED
DISPOSITIVE POWER 735,590 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 735,590 |
| --- | --- |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%
(1) |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN |

(1) Percentage calculation based on 11,424,585 shares of Common Stock, $0.05 par value per share, outstanding as of January 6, 2022, as reported in the Form 10-Q filed by Richardson Electronics, Ltd. for the quarterly period ended November 27, 2021.

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CUSIP NO. 763165107 Schedule 13G

| 1 | NAMES
OF REPORTING PERSONS Christopher
B. Woodruff | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) [
] (b) [
] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 735,590
(1) |
| 7 | SOLE
DISPOSITIVE POWER 0 |
| 8 | SHARED
DISPOSITIVE POWER 735,590
(1) |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 735,590
(1) |
| --- | --- |
| 10 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%
(2) |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

| (1) | Mr.
Woodruff is deemed to have shared voting and dispositive power over the shares of the Company held by Chain of Lakes Investment
Fund, LLC ("COLIF") as a result of his position as President of COLIF. Mr. Woodruff disclaims beneficial ownership
of the Common Stock owned by COLIF |
| --- | --- |
| (2) | Percentage
calculation based on 11,424,585 shares of Common Stock, $0.05 par value per share, outstanding as of January 6, 2022, as reported
in the Form 10-Q filed by Richardson Electronics, Ltd. for the quarterly period ended November 27, 2021. |

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Item 1(a) Name of Issuer :

Richardson Electronics, Ltd.

Item 1(b) Address of Issuer’s Principal Executive Offices :

40W267 Keslinger Road, P.O. Box 393

LaFox, Illinois 60147

Item 2(a) Name of Person Filing :

Chain of Lakes Investment Fund, LLC

Christopher B. Woodruff

Item 2(b) Address or Principal Business Office or, if none, Residence :

Chain of Lakes Investment Fund, LLC

8101 34 th Avenue South, Suite 400

Bloomington, Minnesota 55425

Christopher B. Woodruff

c/o Chain of Lakes Investment Fund, LLC

8101 34 th Avenue South, Suite 400

Bloomington, Minnesota 55425

Item 2(c) Citizenship :

Chain of Lakes Investment Fund, LLC – Delaware

Christopher B. Woodruff – United States of America

Item 2(d) Title of Class of Securities :

Common Stock

Item 2(e) CUSIP Number :

763165107

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);

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(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)
Chain
of Lakes Investment Fund, LLC – 735,590
Christopher
B. Woodruff – 735,590

| (b) |
| --- |
| Chain
of Lakes Investment Fund, LLC – 6.4% |
| Christopher
B. Woodruff – 6.4% |
| The
above percentage calculation is based on 11,424,585 shares of Common Stock, $0.05 par value per share, outstanding as of January
6, 2022, as reported in the Form 10-Q filed by Richardson Electronics, Ltd. for the quarterly period ended November 27, 2021. |

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

(i)
Chain
of Lakes Investment Fund, LLC – 0
Christopher
B. Woodruff – 0

(ii)
Chain
of Lakes Investment Fund, LLC – 735,590
Christopher
B. Woodruff – 735,590

(iii)
Chain
of Lakes Investment Fund, LLC – 0
Christopher
B. Woodruff – 0

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(iv)
Chain
of Lakes Investment Fund, LLC – 735,590
Christopher
B. Woodruff – 735,590*

• Mr. Woodruff is deemed to have shared voting and dispositive power over the shares of the Company held by Chain of Lakes Investment Fund, LLC ("COLIF") as a result of his position as President of COLIF. Mr. Woodruff disclaims beneficial ownership of the Common Stock owned by COLIF.

Item 5 Ownership of Five Percent or Less of a Class :

N/A

Item 6 Ownership of More Than Five Percent on Behalf of Another Person :

N/A

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person :

N/A

Item 8 Identification and Classification of Members of the Group :

N/A

Item 9 Notice of Dissolution of Group :

N/A

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.

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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.

| Dated: | February
11, 2022 |
| --- | --- |
| CHAIN
OF LAKES INVESTMENT FUND, LLC | |
| By: | /s/ Christopher B.
Woodruff |
| Name: | Christopher B. Woodruff |
| Title: | President |
| /s/ Christopher
B. Woodruff | |
| Christopher
B. Woodruff | |