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Item 1. | | |
| (a) | Name of Issuer: |
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| | Super Micro Computer, Inc., a Delaware corporation (the "Issuer"). |
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| (b) | Address of Issuer’s Principal Executive Offices: |
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| | 980 Rock Avenue San Jose, California 95131 |
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Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: |
| (c) | Citizenship: |
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| | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
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| | ICS Opportunities II LLC c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
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| | ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
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| | Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
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| | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
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| | Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
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| | Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
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| | Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States |
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| (d) | Title of Class of Securities: |
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| | common stock, par value $0.001 per share ("Common Stock") |
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| (e) | CUSIP Number: |
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| | 86800U104 |
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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 11 | | of | | 16 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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| | (a) | | o | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| | (b) | | o | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | | o | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | | o | | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | | o | | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | | o | | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 12 | | of | | 16 |
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| | (g) | | o | | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | | o | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (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); |
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| | (j) | | o | | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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
As of the close of business on June 15, 2020, the reporting persons beneficially owned an aggregate of 2,763,193 shares of the Issuer’s Common Stock or 5.3% of the Issuer’s Common Stock outstanding.
Thereafter, as of the close of business on June 23, 2020:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,511 shares of the Issuer’s Common Stock;
ii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 89,727 shares of the Issuer’s Common Stock;
iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 947,655 shares of the Issuer’s Common Stock; and
iv) Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 9,729 shares of the Issuer’s Common Stock, which together with the shares of the Issuer’s Common Stock beneficially owned by Integrated Core Strategies, ICS Opportunities II and ICS Opportunities represented 1,048,622 shares of the Issuer’s Common Stock or 2.0% of the Issuer’s Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II, ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities and Integrated Assets.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities II, ICS Opportunities and Integrated Assets and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities and Integrated Assets.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities and Integrated Assets.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities II, ICS Opportunities and Integrated Assets.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities II, ICS Opportunities or Integrated Assets, as the case may be.
(b) Percent of Class:
As of the close of business on June 23, 2020, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,048,622 shares of the Issuer’s Common Stock or 2.0% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 51,923,646 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as per the Issuer’s Form 10-Q dated May 8, 2020.
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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 13 | | of | | 16 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
1,048,622 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,048,622 (See Item 4(b))
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 followingþ.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 14 | | of | | 16 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of June 23, 2020, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 15 | | of | | 16 |
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| | | SIGNATURE | | | | | | | |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: June 23, 2020
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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CUSIP No. | | 86800U104 | SCHEDULE 13G | Page | | 16 | | of | | 16 |
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| | | EXHIBIT I | | | | | | | |
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| | | JOINT FILING AGREEMENT | | | | | | | |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Super Micro Computer, Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: June 23, 2020
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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