UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AEHR TEST SYSTEMS
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------------
(Title of Class of Securities)
00760J108
-----------------------------------------------------------------------
(CUSIP Number)
Robert R. Anderson
6351 N. Whaleback Place
Tucson, AZ 85750
(520)-309-5400
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 2014
-----------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of the Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 00760J108
-----------------------------------------------------------------------
(1) NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Robert R. Anderson.
-----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /x/
-----------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
-----------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
-----------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------
Number of (7) SOLE VOTING POWER 690,638
Shares --------------------------------------------
Beneficially (8) SHARED VOTING POWER 0
Owned by --------------------------------------------
Each (9) SOLE DISPOSITIVE POWER 690,638
Reporting --------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,638
-----------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
-----------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43%
-----------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
-----------------------------------------------------------------------
Item 1. Security and the Issuer
This statement on Schedule 13D (this "Statement") relates to
the shares of common stock, par value $0.01 per share (the
"Common Stock"), of Aehr Test Systems, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer
are located at 400 Kato Terrace, Fremont, CA 94539.
Item 2. Identity and Background
(a) This Statement is filed on behalf of Robert R. Anderson.
(b) The address of Mr. Anderson is 6351 N. Whaleback Place,
Tucson, AZ 85750.
(c) Mr. Anderson is presently a member of the Board of
Directors of the Company and has been since October 2000.
He is also a director for the following: MKS Instruments,
Inc., a semiconductor components and equipment supplier
and Energetiq Technology, Inc., a privately owned company.
(d) Mr. Anderson has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Anderson has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such
Reporting Person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Mr. Anderson is a citizen of the United States of America
Item 3. Source and Amount of Funds or other Consideration
The funds used by Mr. Anderson to acquire beneficial ownership
of the Issuer's Common Stock were personal funds.
Item 4. Purpose of Transaction
Mr. Anderson acquired the Company's stock for investment
purposes.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported to be
owned by the Reporting Persons is based upon 12,667,409
shares of Common Stock outstanding, which is the total
number of shares outstanding as of November 26, 2014, and
assumes the exercise of the 59,847 options held by Mr.
Anderson which are exercisable within 60 days of this
filing date.
Mr. Anderson may be deemed to beneficially own in the
aggregate 690,638 shares of Common Stock, representing
approximately 5.43% of the outstanding shares of Common
Stock.
(b) Robert R. Anderson owns 245,682 shares of Common Stock
directly, and 59,847 options to purchase shares of Common
Stock which are exercisable with 60 days of this filing date.
The Robert Anderson 2000 Revocable Trust, of which
Mr. Anderson is trustee and has sole voting and dispositive
power, owns 385,109 shares of Common Stock.
(c) On October 21, 2014, Robert R. Anderson was granted an option
to purchase 10,000 shares of Common Stock at an exercise
price of $2.063 as compensation for his service as a director
of the Company. 1/12th of the shares subject to the option
became exercisable one month after the date of grant and an
additional 1/12th of the shares subject to the option become
exercisable each month thereafter.
On October 21, 2014, Robert R. Anderson was granted an option
to purchase 17,460 shares of Common Stock at an exercise price
of $2.063 as compensation for his service as a director of the
Company. 1/6th of the shares subject to the option became
exercisable one month after the date of grant and an
additional 1/6th of the shares subject to the option become
exercisable each month thereafter.
On November 26, 2014, Robert Anderson 2000 Revocable Trust,
of which Mr. Anderson is Trustee and has sole voting and
dispositive power, purchased 185,109 shares of Common Stock
at a purchase price of $2.431 per share pursuant to a Common
Stock Purchase Agreement dated November 24, 2014 with the
Issuer.
(d) No person other than Mr. Anderson, has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock set
forth above.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Exhibit A Common Stock Purchase Agreement by and among the Company
and the Investors (as defined therein), dated as of March
15, 2013 (incorporated by reference to Exhibit 10.1
Previously filed with the Issuer's Current Report on Form
8-K, filed on March 20, 2013).
Exhibit B Common Stock Purchase Agreement by and among the Company
and the Investors (as defined therein), dated as of
November 24, 2014 (incorporated by reference to Exhibit
10.1 previously filed with the Issuer's Current Report on
Form 8-K, filed on November 28, 2014).
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not
jointly, certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 8, 2014
ROBERT R. ANDERSON.
By: /S/ Robert R. Anderson
-----------------------------
Name: Robert R. Anderson