UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
AMKOR TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
031652100
(CUSIP Number)
James J. Kim
1500 E. Lancaster Avenue
Paoli, PA 19301-9713
Telephone: (480) 575-7253
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Richard D. Rosen, Esq.
Dentons Cohen & Grigsby P.C.
Mercato Suite 6200
9110 Strada Place
Naples, FL 34108-2938
Telephone: (412) 297-4927
See Item 1
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
51,833,407 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
51,833,407 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
51,833,407 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
21.2% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
2
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim, as trustee | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
16,216,413 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
20,566,561 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
20,566,561 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
8.4% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
3
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Agnes C. Kim | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,855,776 shares | ||||
8. | Shared Voting Power.
0 | |||||
9. | Sole Dispositive Power.
1,855,776 shares | |||||
10. | Shared Dispositive Power.
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,855,776 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.8% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
4
CUSIP No. 031652100
1. |
Names of Reporting Persons.
John T. Kim | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,842,225 shares | ||||
8. | Shared Voting Power.
19,649,487 shares | |||||
9. | Sole Dispositive Power.
2,842,225 shares | |||||
10. | Shared Dispositive Power.
22,127,812 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
24,970,037 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
10.2% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
5
CUSIP No. 031652100
1. |
Names of Reporting Persons.
John T. Kim, as Trustee | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
11,963,253 shares | ||||
8. | Shared Voting Power.
9,459,500 shares | |||||
9. | Sole Dispositive Power.
7,594,001 shares | |||||
10. | Shared Dispositive Power.
23,929,784 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
31,523,785 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
12.9% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
6
CUSIP No. 031652100
1. |
Names of Reporting Persons.
David D. Kim | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
8,746 shares | ||||
8. | Shared Voting Power.
0 sharess | |||||
9. | Sole Dispositive Power.
8,746 shares | |||||
10. | Shared Dispositive Power.
2,478,325 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,487,071 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.0% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
7
CUSIP No. 031652100
1. |
Names of Reporting Persons.
David D. Kim, as Trustee | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,363,400 shares | ||||
8. | Shared Voting Power.
1,335,113 shares | |||||
9. | Sole Dispositive Power.
1,363,400 shares | |||||
10. | Shared Dispositive Power.
1,335,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,698,513 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
8
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Susan Y. Kim | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
7,853,209 shares | ||||
8. | Shared Voting Power.
19,484,809 shares | |||||
9. | Sole Dispositive Power.
5,368,778 shares | |||||
10. | Shared Dispositive Power.
30,163,134 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
35,531,912 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
14.5% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
9
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Susan Y. Kim, as Trustee | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
8,748,213 shares | ||||
8. | Shared Voting Power.
9,459,500 shares | |||||
9. | Sole Dispositive Power.
4,083,065 shares | |||||
10. | Shared Dispositive Power.
24,924,281 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
29,007,346 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
11.9% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
10
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Liam E. Blaney | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
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 Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
8,200,000 shares | ||||
8. | Shared Voting Power.
164,678 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
8,364,678 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
8,200,000 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
3.4% | |||||
14. | Type of Reporting Person (See Instructions).
IN |
11
CUSIP No. 031652100
1. |
Names of Reporting Persons.
John T. Kim Trust of December 31, 1987 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
7,594,001 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
7,594,001 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
7,594,001 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
3.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
12
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
0 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
13
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
0 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
14
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
0 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
15
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,345,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power
1,345,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,345,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
16
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,345,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,345,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,345,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
17
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,345,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,345,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,345,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
18
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,345,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,345,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,345,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
19
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,345,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,345,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,345,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
20
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,335,113 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,335,113 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,335,113 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
21
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
546,787 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
546,787 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
546,787 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.2% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
22
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
546,787 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
546,787 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
546,787 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.2% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
23
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
546,787 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
546,787 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
546,787 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.2% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
24
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
1,093,574 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,093,574 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,093,574 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.4% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
25
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,363,400 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
1,363,400 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,363,400 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.6% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
26
CUSIP No. 031652100
1. |
Names of Reporting Persons.
The James and Agnes Kim Foundation, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Pennsylvania Non-Profit Corporation |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,150,000 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
1,150,000 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,150,000 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.5% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
27
CUSIP No. 031652100
1. |
Names of Reporting Persons.
915 Investments, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Pennsylvania Limited Partnership |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
49,594,980 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
49,594,980 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
49,594,980 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
20.3% | |||||
14. | Type of Reporting Person (See Instructions).
PN |
28
CUSIP No. 031652100
1. |
Names of Reporting Persons.
John T. Kim 2007 Childrens Trust UA dated 12/28/07 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
315,000 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
315,000 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
315,000 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
29
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Sujoda Investments, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,478,325 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,478,325 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,478,325 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.0% | |||||
14. | Type of Reporting Person (See Instructions).
PN |
30
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dtd 8/29/18 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,622,043 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,622,043 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,622,043 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.7% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
31
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Susan Y. Kim Family Trust Under the Susan Y. Kim 2012 Irrevocable Trust Agreement Dated 7/26/12 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
3,341,120 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
3,341,120 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
3,341,120 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.4% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
32
CUSIP No. 031652100
1. |
Names of Reporting Persons.
John T. Kim 2012 Generation-Skipping Trust U/A dated 12/11/12 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,957,350 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,957,350 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,957,350 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.8% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
33
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,028,132 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,028,132 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,028,132 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.4% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
34
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Family Trust under the John T. Kim 2012 Irrevocable Trust Agreement dated 12/11/12 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
7,828,682 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
7,828,682 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
7,828,682 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
3.2% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
35
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2018-1 Qualified Annuity Trust U/A dated 8/30/18 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
0 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
36
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Sujochil, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
19,484,809 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
19,484,809 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
19,484,809 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
8.0% | |||||
14. | Type of Reporting Person (See Instructions).
PN |
37
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,675,911 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,675,911 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,675,911 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
38
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
1,401,123 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
1,401,123 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
1,401,123 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.6% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
39
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 4/01/20 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,728,105 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,728,105 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,728,105 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
40
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
No change. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
4,083,065 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
4,083,065 shares | |||||
10. | Shared Dispositive Power.
0 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
4,083,065 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.7% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
41
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Alexandra Investments, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,733,333 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,733,333 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,733,333 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
42
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Jacqueline Investments, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,733,333 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,733,333 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,733,333 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
43
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Dylan Investments, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,733,334 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,733,334 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,733,334 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
44
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Sujoda Management, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,478,325 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,478,325 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,478,325 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
45
CUSIP No. 031652100
1. |
Names of Reporting Persons.
James J. Kim 2021 Qualified Annuity Trust U/A Dated December 15, 2021 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
2,353,347 shares | ||||
8. | Shared Voting Power.
0 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
2,353,347 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
2,353,347 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
1.0% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
46
CUSIP No. 031652100
1. |
Names of Reporting Persons.
Susins, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions).
See Item 3. | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization.
Commonwealth of Pennsylvania |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power.
0 shares | ||||
8. | Shared Voting Power.
164,678 shares | |||||
9. | Sole Dispositive Power.
0 shares | |||||
10. | Shared Dispositive Power.
164,678 shares |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person.
164,678 shares of common stock | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11).
0.1% | |||||
14. | Type of Reporting Person (See Instructions).
OO |
47
ITEM 1. | SECURITY AND ISSUER. |
This Amendment No. 16 (the Amendment) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the Commission) on November 28, 2005, as amended by Amendment No. 1 filed with the Commission on April 4, 2008, Amendment No. 2 filed with the Commission on March 19, 2009, Amendment No. 3 filed with the Commission on April 16, 2009, Amendment No. 4 filed with the Commission on February 5, 2010, Amendment No. 5 filed with the Commission on March 28, 2011, Amendment No. 6 filed with the Commission on November 17, 2011, Amendment No. 7 filed with the Commission on March 24, 2013, Amendment No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on March 30, 2015, Amendment No. 10 filed with the Commission on March 30, 2016, Amendment No. 11 filed with the Commission on January 20, 2017, Amendment No. 12 filed with the Commission on March 21, 2018, Amendment No. 13 filed with the Commission on November 9, 2018, Amendment No. 14 filed with the Commission on March 20, 2020 and Amendment No. 15 filed with the Commission on March 16, 2021 by the reporting persons who then constituted the Group and relates to the common stock, $0.001 par value per share (the Common Stock), of Amkor Technology, Inc., a Delaware corporation (Amkor or the Issuer). The principal executive offices of Amkor are located at 2045 East Innovation Circle, Tempe, Arizona 85284, previously having been located at 1900 South Price Road, Chandler, Arizona 85286.
This Amendment is being filed to report (i) on May 3, 2021, John T. Kim exercised nonstatutory stock options to acquire 20,000 shares of the Issuers Common Stock for cash at an exercise price of $6.46 per share as reported on a Form 4 previously filed with the Commission, (ii) on January 15, 2021, David D. Kim sold 6,895 shares of the Issuers Common Stock in the open market, as reported on a Form 4 previously filed with the Commission, (iii) on May 18, 2021, the Issuer granted Susan Y. Kim 3,094 restricted shares of the Issuers Common Stock and options to acquire 20,000 shares of the Issuers Common stock; (iv) on July 1, 2021, the Qualified Annuity Trust Under the John T. Kim 2018 Irrevocable Trust Agreement Dated February 6, 2018 distributed 174,810 shares of the Issuers Common Stock to John T. Kim, (v) on July 14, 2021, the Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement Dated April 1, 2020 distributed 271,895 shares of the Issuers Common Stock to Susan Y. Kim, (vi) on September 1, 2021, the James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 04/01/2020 distributed 163,200 shares of the Issuers Common Stock to James J. Kim, (vii) on September 20, 2021, the Susan Y. Kim Irrevocable Trust Dated 4/16/98 fbo Alexandra Kim Panichello transferred 2,733,333 shares of the Issuers Common Stock to Alexandra Investments, LLC in exchange for 100% of the latters membership units, (viii) on September 20, 2021, the Susan Y. Kim Irrevocable Trust Dated 4/16/98 fbo Jacqueline Mary Panichello transferred 2,733,333 shares of the Issuers Common Stock to Jacqueline Investments, LLC in exchange for 100% of the latters membership units, (ix) on September 20, 2021, the Susan Y. Kim Irrevocable Trust Dated 4/16/98 fbo Dylan James Panichello transferred 2,733,334 shares of the Issuers Common Stock to Dylan Investments, LLC in exchange for 100% of the latters membership units, (x) on October 1, 2021, the Qualified Annuity Trust Under the James J. Kim 2018-1 Qualified Annuity Trust Agreement dated 8/30/18 distributed 328,350 shares of the Issuers Common Stock to James J. Kim, (xi) on October 4, 2021, the Qualified Annuity Trust Under the James J. Kim 2018-1 Qualified Annuity Trust Agreement Dated 8/30/18 distributed 626,192 shares of the Issuers Common Stock to each of John T. Kim and Susan Y. Kim, (xii) on December 15, 2021, James J. Kim transferred 1,756,427 shares of the Issuers Common Stock to the James J. Kim 2021 Qualified Annuity Trust U/A dated 12/15/2021, (xiii) on December 15, 2021, the James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/2019 distributed 596,920 shares of the Issuers Common Stock to James J. Kim, (xiv) on December 15, 2021, James J. Kim transferred 596,920 shares of the Issuers Common Stock to the James J. Kim 2021 Qualified Annuity Trust U/A Dated 12/15/2021, (xv) on December 27, 2021, Susan Y. Kim transferred 164,678 shares of the Issuers Common Stock to Susins, LLC and (xvi) on December 30, 2021, Sujoda Investments, LP transferred 1,855,753 shares of the Issuers Common Stock to each of James J. Kim and Agnes C. Kim in payment of principal due pursuant to Notes payable to them by Sujoda Investments, LP.
ITEM 2. | IDENTITY AND BACKGROUND. |
(a) This Amendment is being filed by the Group and separately by each of the following persons comprising the Group (each a Reporting Person):
i. | James J. Kim |
48
ii. | James J. Kim, as Trustee |
iii. | Agnes C. Kim |
iv. | John T. Kim |
v. | John T. Kim, as Trustee |
vi. | David D. Kim |
vii. | David D. Kim, as Trustee |
viii. | Susan Y. Kim |
ix. | Susan Y. Kim, as Trustee |
x. | Liam E. Blaney |
xi. | John T. Kim Trust of December 31, 1987 |
xii. | Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello |
xiii. | Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello |
xiv. | Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello |
xv. | Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 |
xvi. | Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 |
xvii. | Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
xviii. | Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
xix. | Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
xx. | Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 |
xxi. | James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
xxii. | James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
xxiii. | James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 |
xxiv. | James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
xxv. | James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
xxvi. | The James and Agnes Kim Foundation, Inc. |
xxvii. | 915 Investments, LP, for which James J. Kim is the sole general partner |
xxviii. | John T. Kim 2007 Childrens Trust UA dated 12/28/07 |
xxix. | Sujoda Investments, LP, for which Sujoda Management, LLC is the sole general partner |
49
xxx. | Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dated 8/29/18 |
xxxi. | John T. Kim 2012 Generation-Skipping Trust U/A Dated 12/11/12 |
xxxii. | Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18 |
xxxiii. | Family Trust under the John T. Kim 2012 Irrevocable Trust Agreement dated 12/11/12 |
xxxiv. | James J. Kim 2018-1 Qualified Annuity Trust U/A dated 8/30/18 |
xxxv. | Sujochil, LP, for which John T. Kim and Susan Y. Kim are the general partners |
xxxvi. | Susan Y. Kim Family Trust under the Susan Y. Kim 2012 Irrevocable Trust Agreement dated 7/26/12 |
xxxvii. | James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19 |
xxxviii. | James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 |
xxxix. | Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 04/01/20 |
xl. | Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20 |
xli. | Sujoda Management, LLC, for which Susan Y. Kim, John T. Kim and David D. Kim are the members |
xlii. | Alexandra Investments, LLC, for which Susan Y. Kim and Liam E. Blaney are the managers |
xliii. | Jacqueline Investments, LLC, for which Susan Y. Kim and Liam E. Blaney are the managers |
xliv. | Dylan Investments, LLC, for which Susan Y. Kim and Liam E. Blaney are the managers |
xlv. | James J. Kim 2021 Qualified Annuity Trust U/A Dated 12/15/2021 |
xlvi. | Susins, LLC, for which John T. Kim and Liam E. Blaney are the members |
(b) The principal business address for the natural persons listed above, all of whom, other than Liam E. Blaney, are members of the Kim family (the Kim Family), for Liam E. Blaney, for 915 Investments, LP (the 915 Partnership), a Pennsylvania limited partnership, Sujoda Investments, LP (SI, LP), a Pennsylvania limited partnership, Sujochil, LP (Sujochil), a Pennsylvania limited partnership, Sujoda Management, LLC, a Pennsylvania limited liability company, Alexandra Investments, LLC, a Pennsylvania limited liability company, Jacqueline Investments, LLC, a Pennsylvania limited liability company, Dylan Investments, LLC, a Pennsylvania limited liability company, Susins, LLC, a Pennsylvania limited liability company, for the trusts for the members of the Kim Family listed above and their descendants (as such trusts are amended, modified or supplemented from time to time, the Kim Trusts) and for The James and Agnes Kim Foundation, Inc. (the Foundation) is 1500 E. Lancaster Avenue, Paoli, PA 19301-9713.
(c) Attached as Schedule I hereto and incorporated herein by reference is a list containing (a) the present principal occupation or employment and (b) the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each member of the Kim Family and Liam E. Blaney. The principal business of the Kim Trusts is purchasing, holding, and selling securities and other assets for investment purposes. The principal business of the Foundation is to receive contributions from donors, make investments and
50
make grants to charitable organizations. The principal business of the 915 Partnership, SI, LP, Sujochil, Alexandra Investments, LLC, Jacqueline Investments, LLC, Dylan Investments, LLC and Susins, LLC is to serve as a fund through which the assets of its partners will be utilized to invest in, hold and trade in securities and other investments. The principal business of Sujoda Management, LLC is to serve as the general partner of SI, LP.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been 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) For each Reporting Person, the response to Row 6 on the cover page, indicating the citizenship or place of organization of such person, is incorporated herein by reference.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 is amended to include the following information:
All of the transfers described in Item 1 of Amendment No. 16 were made without additional consideration, except to the extent described in Item 1.
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 is amended and restated as follows:
All Reporting Persons have acquired such shares for investment purposes and the Reporting Persons will hold all of the shares of Issuers Common Stock for investment purposes only. The Reporting Persons intend to review on a continuing basis their investment in the Issuer. Depending upon the price and availability of the Issuers securities, subsequent developments affecting the Issuer, the Issuers business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors, the Reporting Persons may, from time to time and at any time, decide to increase their investment in the Issuer, including without limitation by acquiring additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities issued by the Issuer, or related to the securities of the Issuer (collectively, Securities), in the open market, by privately negotiated transactions or otherwise. Alternatively, the Reporting Persons may, from time to time and at any time, decide to decrease their investment in the Issuer, including without limitation by disposing of any or all of their Securities in the open market, by privately negotiated transactions or otherwise, or to engage in any hedging or similar transactions with respect to the Securities.
James J. Kim is Executive Chairman and a director of the Issuer and Susan Y. Kim is Executive Vice Chairman and a director of the Issuer. John T. Kim was a director of the Issuer until May 19, 2020. In such capacities, and as stockholders, the Reporting Persons intend to be actively involved in the Issuers business, operations and planning and may in the future exercise any and all of their respective rights as stockholders of the Issuer in a manner consistent with their interests as equity owners.
Other than as described above, none of the Reporting Persons has any current plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j), inclusive, of the disclosure items required by Item 4 of the Schedule 13D (although they reserve the right to develop such plans or proposals).
51
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is amended and restated as follows:
(a) The response to Row 11 in each Reporting Persons cover page, indicating the aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by each Reporting Person, is incorporated herein by reference. Each Reporting Person states that the filing of this Schedule 13D shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial owner of the shares of Common Stock reported as beneficially owned by the other Reporting Persons in this Schedule 13D. The total number of shares which are beneficially owned by the members of the Group as a group is 141,906,068 shares, or approximately 58.1% of the outstanding shares of the Issuers Common Stock. The number of shares beneficially owned by the Group includes 561,875 shares which may be acquired pursuant to options that are exercisable within 60 days of December 31, 2021. The ownership percentages were calculated based on 244,598,006 outstanding shares of Common Stock of Amkor as of December 17, 2021 according to the Issuer. Beneficial ownership was increased, as appropriate, to include the shares beneficially owned by each Reporting Person that may be acquired pursuant to options exercisable within 60 days of December 31, 2021.
(b) For each Reporting Person, the response to Row 7 on the cover page, indicating the number of shares of the Issuers Common Stock as to which such person has the sole power to vote or to direct the vote is incorporated herein by reference.
For each Reporting Person, the response to Row 8 on the cover page, indicating the number of shares of the Issuers Common Stock as to which such person has shared power to vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 9 on the cover page, indicating the number of shares of the Issuers Common Stock as to which such person has the sole power to dispose or to direct the disposition is incorporated herein by reference.
For each Reporting Person, the response to Row 10 on the cover page, indicating the number of shares of the Issuers Common Stock as to which such person has the shared power to dispose or to direct the disposition is incorporated herein by reference.
(c) See Items 1, 3, 4 and 6.
(d) Not applicable.
(e) Not applicable.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 is amended and restated as follows:
Each of the individuals, partnerships, limited liability companies, trusts and corporation listed in Item 2(a) (previously defined as the Group) may be deemed a member of a group consisting of members of the Kim Family, Liam E. Blaney, the Kim Trusts, the Foundation, the 915 Partnership, SI, LP, Sujoda Management, LLC, Sujochil, Alexandra Investments, LLC, Jacqueline Investments, LLC, Dylan Investments, LLC and Susins, LLC who may each exercise voting or investment power with respect to shares of the Issuers Common Stock in concert with other members of the Group. James J. Kim is the general partner of the 915 Partnership. Susan Y. Kim, David D. Kim and John T. Kim are members of Sujoda Management, LLC, the general partner of SI, LP. Susan Y. Kim is the managing member; two of the three members must approve a decision to dispose of SI, LPs shares of the Issuers Common Stock. The general partners of Sujochil are John T. Kim and Susan Y. Kim. Susan Y. Kim and Liam E. Blaney are the managers of Alexandra Investments, LLC, Jacqueline Investments, LLC and Dylan Investments, LLC, and John T. Kim and Liam E. Blaney are the managers of Susins, LLC. All of the directors and officers of the Foundation are members of the Kim Family. Accordingly, the Foundation might be expected to vote the shares of Common Stock of the Issuer that the Foundation owns in concert with the other members of the Group.
52
None of the trust agreements or other relevant governing documents relating to the Group prohibit the persons authorized to vote shares of Common Stock of the Issuer from voting the shares of Common Stock of the Issuer held by them, in their discretion, in concert with the members of the Group. James J. and Agnes C. Kim are husband and wife. James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim, David D. Kim and John T. Kim. Liam E. Blaney is an employee of the Foundation. The John T. Kim Trust of December 31, 1987 has as its sole trustee John T. Kim. John T. Kim is the parent of Allyson Lee Kim and Jason Lee Kim and is the co-trustee of each of his childrens trusts along with Susan Y. Kim or James J. Kim. Susan Y. Kim is the parent of Alexandra Kim Hays, Jacqueline Mary Panichello and Dylan James Panichello and is the co-trustee of each of her childrens trusts along with John T. Kim or James J. Kim. David D. Kim is the sole trustee of the James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 and a co-trustee of the Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05. John T. Kim and Susan Y. Kim are co-trustees of the Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18. James J. Kim and Susan Y. Kim are co-trustees of the Susan Y. Kim Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dtd 8/29/18, the James J. Kim 2018-1 Qualified Annuity Trust U/A dated 8/30/18, the James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19, the Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 04/01/20, the James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 and the James J. Kim Qualified Annuity Trust U/A Dated 12/15/2021. Susan Y. Kim is the sole trustee of the Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20. The trustees of each Kim Trust may be deemed to be the beneficial owners of the shares of the Issuers common Stock held by such Kim Trust. None of the Kim Trusts owns more than five percent of the outstanding shares of the Issuers Common Stock. James J. Kim, as general partner of the 915 Partnership, has sole voting and investment power with respect to all of the securities held by the 915 Partnership. The limited partners of the 915 Partnership are Agnes C. Kim, the children of James J. Kim, SI, LP and Sujoda Investments II, LP. The limited partners of SI, LP are grandchildren of James J. Kim. The limited partners of Sujoda Investments II, LP are the children of James J. Kim. The general partner of SI, LP and Sujoda Investments II, LP is Sujoda Management, LLC. The sole members of Sujoda Management, LLC are John T. Kim, Susan Y. Kim and David D. Kim. Susan Y. Kim is the Manager of Sujoda Management, LLC; a majority of the members of Sujoda Management, LLC must approve its authorization of the disposition of Common Stock of the Issuer owned by SI, LP. The general partners of Sujochil are John T. Kim and Susan Y. Kim. The limited partners are John T. Kim, Susan Y. Kim, two irrevocable trusts created by Susan Y. Kim for her descendants, two irrevocable trusts created by John T. Kim for his descendants, the 915 Partnership, Agnes C. Kim and James J. Kim. The managers of Alexandra Investments, LLC, Jacqueline Investments, LLC and Dylan Investments, LLC (collectively, the SYK Children LLCs) are Susan Y. Kim and Liam E. Blaney. The managers of Susins, LLC are John T. Kim and Liam E. Blaney. All of the directors and officers of the Foundation are members of the James J. Kim Family Group. The 915 Partnership, SI, LP, Sujochil, SYK Children LLCs, Susins, LLC and the Foundation might each be expected to vote its shares of Issuers Common Stock in concert with the other members of the James J. Kim Family Group.
James J. Kim and the 915 Partnership (collectively, the 2009 Investors) and Amkor entered into a voting agreement dated as of March 26, 2009, which relates to 49,594,980 million shares of Common Stock received by 915 Partnership in exchange for convertible notes issued by Amkor in 2009 (the Convert Shares). The voting agreement requires the 2009 Investors to vote the Convert Shares in a neutral manner on all matters submitted to Amkors stockholders for a vote, so that such Convert Shares are voted in the same proportion as all of the other outstanding securities (excluding the other shares beneficially owned by the 2009 Investors) that are actually voted on a proposal submitted to Amkors stockholders for approval. The 2009 Investors are not required to vote in a neutral manner any Convert Shares that, when aggregated with all other voting shares beneficially owned by the 2009 Investors and their affiliates, represent 41.6% or less of the total then-outstanding voting shares of Amkors Common Stock. The voting agreement terminates upon the earliest of (i) such time as the 2009 Investors or their affiliates no longer beneficially own any of the Convert Shares, (ii) consummation of a change of control (as defined in the voting agreement) or (iii) the mutual agreement of the 2009 Investors and Amkor. A copy of the voting agreement is attached as Exhibit 99.2 to this Amendment and incorporated herein by reference.
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ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS |
Exhibit |
Exhibit Name | |
99.1 | Sixteenth Amended and Restated Agreement regarding joint filing | |
99.2 | Amkor Technology, Inc. 2009 Voting Agreement |
54
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 as of December 31, 2021
/s/ Richard D. Rosen, Attorney-in-Fact |
James J. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
James J. Kim, as Trustee |
/s/ Richard D. Rosen, Attorney-in-Fact |
Agnes C. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
John T. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
John T. Kim, as Trustee |
/s/ Kenneth R. Hillier, as Attorney in Fact |
David D. Kim |
/s/ Kenneth R. Hillier, as Attorney in Fact |
David D. Kim, as Trustee |
/s/ Richard D. Rosen, Attorney-in-Fact |
Susan Y. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
Susan Y. Kim, as Trustee |
/s/ Richard D. Rosen, Attorney-in-Fact |
Liam E. Blaney |
John T. Kim Trust of December 31, 1987 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee |
55
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 | ||
By: | /s/ Kenneth R. Hillier, as Attorney in Fact | |
David D. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee |
56
James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 | ||
By: | /s/ Kenneth R. Hillier, as Attorney in Fact | |
David D. Kim, as Trustee | ||
The James and Agnes Kim Foundation, Inc. | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Secretary | ||
915 Investments, LP | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as general partner | ||
John T. Kim 2007 Childrens Trust U/A dated 12/28/07 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Sujoda Investments, LP | ||
By: | Sujoda Management, LLC, its general partner | |
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Manager | ||
Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dtd 8/29/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee | ||
John T. Kim 2012 Generation-Skipping Trust U/A Dated 12/11/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee |
57
Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Family Trust under the John T. Kim 2012 Irrevocable Trust Agreement dated 12/11/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee | ||
James J. Kim 2018-1 Qualified Annuity Trust U/A dated 8/30/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Family Trust Under the Susan Y. Kim 2012 Irrevocable Trust Agreement dated 7/26/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Sujochil, LP | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as General Partner | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as General Partner | ||
James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 04/01/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee |
58
Alexandra Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Jacqueline Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Dylan Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Sujoda Management, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
James J. Kim Qualified Annuity Trust U/A Dated 12/15/2021 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Trustee | ||
Susins, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, Manager |
59
SCHEDULE I
ITEM 2. | Name of Person Filing |
James J. Kim, individually and as Trustee
(a) Present principal occupation or employment:
Chairman of Issuer
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
ITEM 2. | Name of Person Filing |
Agnes C. Kim
(a) Present principal occupation or employment:
Homemaker
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
ITEM 2. | Name of Person Filing |
John T. Kim, individually and as trustee
(a) Present principal occupation or employment:
Private investor
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
ITEM 2. | Name of Person Filing |
David D. Kim, individually and as Trustee
(a) Present principal occupation or employment:
Private investor
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
ITEM 2. | Name of Person Filing |
Susan Y. Kim, individually and as Trustee
(a) Present principal occupation or employment:
Philanthropist and director
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
ITEM 2. | Name of Person Filing |
Liam E. Blaney
(a) Present principal occupation or employment:
Executive assistant to Susan Y. Kim
(b) Address of Principal Business Office, or if none, Residence
1500 E. Lancaster Avenue, Paoli, PA 19301-9713
60
EXHIBIT INDEX
Exhibit |
Exhibit Name | |
99.1 | Sixteenth Amended and Restated Agreement regarding joint filing | |
99.2 | 2009 Amkor Technology, Inc. Voting agreement |
61
EXHIBIT 99.1
This Sixteenth Amended and Restated Agreement made by the undersigned persons certifies that each undersigned person agrees that the Schedule 13D/A, and all amendments thereto, to which this Exhibit 99.1 is attached, is filed on behalf of each of them and the Group. The Group (as defined in Rule 13d-5(b)) may be deemed to be composed of the following persons:
| James J. Kim |
| James J. Kim, as Trustee |
| Agnes C. Kim |
| John T. Kim |
| John T. Kim, as Trustee |
| David D. Kim |
| David D. Kim, as Trustee |
| Susan Y. Kim |
| Susan Y. Kim, as Trustee |
| Liam E. Blaney |
| John T. Kim Trust of December 31, 1987 |
| Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello |
| Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello |
| Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello |
| Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 |
| Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 |
| Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
| Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
| Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
| Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 |
| James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
| James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
| James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 |
1
| James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
| James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
| The James & Agnes Kim Foundation, Inc. |
| 915 Investments, LP |
| John T. Kim 2007 Childrens Trust U/A dated 12/28/07 |
| Sujoda Investments, LP |
| Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dated 8/29/18 |
| John T. Kim 2012 Generation-Skipping Trust U/A Dated 12/11/12 |
| Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18 |
| Family Trust under the John T. Kim 2012 Irrevocable Trust Agreement dated 12/11/12 |
| James J. Kim 2018-1 Qualified Annuity Trust U/A Dated 8/30/18 |
| Family Trust Under the Susan Y. Kim 2012 Irrevocable Trust Agreement dated 7/26/12 |
| Sujochil, LP |
| James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19 |
| James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 |
| Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 04/01/20 |
| Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20 |
| James J. Kim 2021 Qualified Annuity Trust U/A Dated 12/15/21 |
| Alexandra Investments, LLC |
| Jacqueline Investments, LLC |
| Dylan Investments, LLC |
| Sujoda Management, LLC |
| Susins, LLC |
[Signature Page Follows]
2
Each undersigned further agrees the information as it pertains to each undersigned is accurate and complete and that each undersigned has no knowledge or reason to believe that information as it relates to the other persons making this filing is inaccurate.
Dated as of December 31, 2021
/s/ Richard D. Rosen, Attorney-in-Fact |
James J. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
James J. Kim, as Trustee |
/s/ Richard D. Rosen, Attorney-in-Fact |
Agnes C. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
John T. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
John T. Kim, as Trustee |
/s/ Kenneth R. Hillier, as Attorney in Fact |
David D. Kim |
/s/ Kenneth R. Hillier, as Attorney in Fact |
David D. Kim, as Trustee |
/s/ Richard D. Rosen, Attorney-in-Fact |
Susan Y. Kim |
/s/ Richard D. Rosen, Attorney-in-Fact |
Susan Y. Kim, as Trustee |
John T. Kim Trust of December 31, 1987 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee |
3
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 | ||
By: | /s/ Kenneth R. Hillier, as Attorney in Fact | |
David D. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee |
4
James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 | ||
By: | /s/ Kenneth R. Hillier, as Attorney in Fact | |
David D. Kim, as Trustee | ||
The James and Agnes Kim Foundation, Inc. | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Secretary | ||
915 Investments, LP | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as general partner | ||
John T. Kim 2007 Childrens Trust U/A dated 12/28/07 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Sujoda Investments, LP | ||
By: | Sujoda Management, LLC, its general partner | |
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Manager | ||
Qualified Annuity Trust under the Susan Y. Kim 2018-1 Irrevocable Trust Agreement dtd 8/29/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee | ||
John T. Kim 2012 Generation-Skipping Trust U/A Dated 12/11/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee | ||
Qualified Annuity Trust under the John T. Kim 2018 Irrevocable Trust Agreement dated 2/6/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as Trustee | ||
Family Trust under the John T. Kim 2012 Irrevocable Trust Agreement dated 12/11/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
James J. Kim, as Trustee | ||
James J. Kim 2018-1 Qualified Annuity Trust U/A dated 8/30/18 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee |
5
Family Trust Under the Susan Y. Kim 2012 Irrevocable Trust Agreement dated 7/26/12 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Sujochil, LP | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, as General Partner | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as General Partner | ||
James J. Kim 2019-1 Qualified Annuity Trust U/A Dated 9/10/19 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2020-1 Qualified Annuity Trust U/A Dated 4/1/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Qualified Annuity Trust Under the Susan Y. Kim 2020-1 Irrevocable Trust Agreement dtd 04/01/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Agnes C. Kim 2020-1 Qualified Annuity Trust U/A Dated 12/16/20 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
James J. Kim 2021 Qualified Annuity Trust U/A Dated 12/15/21 | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, as Trustee | ||
Alexandra Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Jacqueline Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Dylan Investments, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager |
6
Sujoda Management, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
Susan Y. Kim, Manager | ||
Susins, LLC | ||
By: | /s/ Richard D. Rosen, Attorney-in-Fact | |
John T. Kim, Manager |
7
Exhibit 99.2
AMKOR TECHNOLOGY, INC.
2009 VOTING AGREEMENT
This Voting Agreement (this AGREEMENT) is made and entered into as of March 26, 2009 by and among Amkor Technology, Inc., a Delaware corporation (the COMPANY), James J. Kim (MR. KIM), and 915 Investments, LP (collectively, the INVESTORS). Capitalized terms contained and not otherwise defined herein shall have the meaning ascribed to such terms in the Note Purchase Agreement (defined below).
RECITALS
A. The Company proposes to issue up to $250 million in aggregate principal amount of Convertible Senior Subordinated Notes due 2014 (the NOTES), convertible into shares of the Companys common stock, $0.001 par value (the COMMON STOCK) pursuant to the terms and conditions of the Note Purchase Agreement (the PURCHASE AGREEMENT) of even date herewith (the FINANCING), of which Investors will purchase at least $150 million in aggregate principal amount and up to $200 million in aggregate principal amount.
B. Investors and their affiliates are the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the EXCHANGE ACT); all references in this Agreement to beneficial ownership or like terms shall be deemed to be references to beneficial ownership by Investors, their affiliates and other persons or entities with whom they are acting in concert as so defined) of such number of shares of the outstanding capital stock of the Company, and such number of shares of capital stock of the Company issuable upon the exercise of outstanding options and warrants and conversion of notes, as is indicated on the signature page of this Agreement.
C. In consideration of the execution of the Purchase Agreement by the Company, Investors (in their capacity as such) have agreed to vote the Shares (as defined below) over which Investors have voting power, in the manner set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. SHARES. During the term of this Agreement, Investors agree to vote all shares of Common Stock issued upon conversion of the Notes (the SHARES) in accordance with the provisions of this Agreement. For purposes of this Agreement, Shares shall not include any securities of the Company of which Investors are the beneficial owners immediately prior to the Closing of the Financing or any securities of the Company acquired by Investors other than upon conversion of the Notes subsequent to the date of this Agreement. In this regard, the parties recognize that certain shares of Company Common Stock issuable upon conversion of the Companys 6.25% convertible Subordinated notes due 2013 are subject to a Voting Agreement dated as of November 18, 2005 by and among the Company, Mr. Kim and the other Investors named therein (the 2005 Voting Agreement). The parties hereto agree that the obligations of Mr. Kim and the Company under the 2005 Voting Agreement shall not be affected by the execution, delivery or performance of this Agreement.
2. VOTING. Until this Agreement is terminated pursuant to Section 3 hereof, Investors agree to vote and cause to be voted all Shares beneficially owned, either directly or indirectly, by them in a neutral manner on all matters submitted to the stockholders of the Company for a vote, whether required by the Companys charter or bylaws, pursuant to the Delaware General Corporation Law or otherwise, including, but not limited to, the election of directors or a Change of Control Transaction (as defined below); provided, however, that to the extent that the Investors and their affiliates shall beneficially own, in the aggregate, securities of the Company representing less than forty-one and six-tenths percent (41.6%) of the then-outstanding voting power of the Company, then the Investors shall not be required to vote in a neutral manner such number of the Shares equal to the difference of (i) (x) the number of shares of Common Stock entitled to vote as of the record date set for any matter submitted for a vote of stockholders of the Company multiplied by (y) .416, less (ii) the total number of shares of Common Stock beneficially owned by the Investors in the aggregate on the record date set for such stockholder vote other than the Shares. In such instances, the Investors shall be entitled to vote a number of Shares in a non-neutral manner in direct proportion to such Investors beneficial ownership of voting securities of the Company. For purposes of this Agreement, neutral manner means in the same proportion to all other outstanding voting securities of the Company (excluding any and all voting securities beneficially owned, directly or indirectly, by Investors) that are actually voted on a proposal submitted to the Companys stockholders for approval. By way of example only, if 100,000 voting securities that are not beneficially owned by Investors are cast with 60,000 of such shares voting For a proposal, 30,000 of such shares voting Against a proposal, and
1
10,000 of such shares abstaining, Investors shall vote sixty percent (60%) of the Shares For the proposal, thirty percent (30%) Against the proposal and abstain with respect to ten percent (10%) of the Shares. The term vote shall include any exercise of voting rights whether at an annual or special meeting of stockholders or by written consent or in any other manner permitted by applicable law.
3. TERMINATION. This Agreement shall terminate upon the earlier of (i) such time as no principal amount of the Notes remain outstanding and the Investors or their affiliates no longer beneficially own any Shares; (ii) the consummation of a Change of Control Transaction; or (iii) the mutual agreement of the Company and Investors. CHANGE OF CONTROL TRANSACTION means either (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, tender offer, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) that results in the voting securities of the Company outstanding immediately prior thereto failing to represent immediately after such transaction or series of transactions (either by remaining outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) a majority of the total voting power represented by the outstanding voting securities of the Company, such surviving entity or the entity that controls such surviving entity; provided, however, that the Financing or conversion of the Notes pursuant to the terms of the Purchase Agreement shall not constitute a Change of Control Transaction; or (b) a sale, lease or other conveyance of all or substantially all of the assets of the Company.
4. ADDITIONAL SHARES. In the event that subsequent to the date of this Agreement any shares or other securities (other than pursuant to a Change of Control Transaction) are issued on, or in exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or securities shall be deemed to be Shares for purposes of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF INVESTORS. Investors hereby represent and warrant to the Company that, as of the date hereof, (i) Investors are the beneficial owner of the shares of Common Stock, and the options, warrants and other rights to purchase shares of Common Stock, set forth on the signature page of this Agreement, with full power to vote or direct the voting of the Shares for and on behalf of all beneficial owners of the Shares; (ii) the Shares, when issued, will be free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof); (iii) Investors do not beneficially own any voting securities of the Company other than the shares of Common Stock, and options, warrants and other rights to purchase shares of Common Stock, set forth on the signature page of this Agreement; (iv) Investors have and will have full power and authority to make, enter into and carry out the terms of this Agreement; (v) the execution, delivery and performance of this Agreement by Investors will not violate any agreement or court order to which the Notes or Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by Investors and constitutes a valid and binding agreement of Investors, enforceable against Investors in accordance with its terms.
6. LEGENDING OF SHARES. If so requested by the Company, Investors hereby agree that the Shares shall bear a legend stating that they are subject to this Agreement.
7. FIDUCIARY DUTIES. Investors are signing this Agreement solely in their capacity as an owner of their respective Shares, and nothing herein shall prohibit, prevent or preclude Mr. Kim from taking or not taking any action in his capacity as an officer or director of the Company.
8. MISCELLANEOUS.
(a) Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed, or delivered to each party as follows: (i) if to the Investors, at the Investors address, facsimile number or e-mail address set forth in the Companys records, or at such other address, facsimile number or e-mail address as such Investors shall have furnished the Company in writing, or (ii) if to the Company, at Amkor Technology, Inc., Attn: Chief Financial Officer, or at such other address or facsimile number as the Company shall have furnished to Investors in writing, with a copy to Robert Sanchez, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or e-mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Companys charter or bylaws, Investors agree that such notice may be given by facsimile or by electronic mail. In the event of any conflict between the Companys books and records and this Agreement or any notice delivered hereunder, the Companys books and records will control absent fraud or error.
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(b) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. The Company shall not permit the transfer (i) to any Affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of an Investor or (ii) to a person or entity with whom an Investor is part of a group for purposes of Section 13(d)(3) of the Exchange Act of any Shares on the Companys books or issue a new certificate representing any Shares unless and until the person or entity referred to in clauses (i) or (ii) of this subsection shall have executed a written agreement pursuant to which such person or entity becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person or entity was a party hereto.
(c) Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.
(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.
(e) Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments (including proxies) and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.
(f) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.
(g) Specific Performance. Each of the parties hereto hereby acknowledge that (i) the representations, warranties, covenants and restrictions set forth in this Agreement are necessary, fundamental and required for the protection of the Company and its stockholders and to preserve for the Company and its stockholders the benefits of the Financing; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each such representation, warranty, covenant and restriction a special, unique, and extraordinary value; and (iii) a breach of any such representation, warranty, covenant or restriction, or any other term or provision of this Agreement, will result in irreparable harm and damages to the Company which cannot be adequately compensated by a monetary award. Accordingly, the Company and Investors hereby expressly agree that in addition to all other remedies available at law or in equity, the Company shall be entitled to the immediate remedy of specific performance, a temporary and/or permanent restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the parties hereto from breaching any representations, warranties, covenants or restrictions set forth in this Agreement, or to specifically enforce the terms and provisions hereof.
(h) Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors.
(i) No Waiver. The failure or delay by a party to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted the parties hereunder are cumulative and will not constitute a waiver of either partys right to assert any other legal remedy available to it.
(j) Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement, with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.
(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.
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The parties have executed this Voting Agreement as of the first date above written.
AMKOR TECHNOLOGY, INC., | ||
A DELAWARE CORPORATION | ||
/s/ Joanne Solomon | ||
Name: | Joanne Solomon | |
Title: | Corporate Vice President and Chief Financial Officer |
INVESTORS
JAMES J. KIM | 915 INVESTMENTS, LP | |||||
/s/ James J. Kim |
By: | /s/ James J. Kim | ||||
Name: | James J. Kim | Name: | 915 Investments, LP | |||
By: | James J. Kim, General Partner | |||||
Shares Beneficially Owned: | Shares Beneficially Owned: | |||||
73,549,125 shares of Company Common Stock | 0 shares of Company Common Stock | |||||
14,098,633 shares of Company Common Stock issuable upon the exercise of outstanding options, warrants or other rights(1) |
0 shares of Company Common Stock issuable upon the exercise of outstanding options, warrants or other rights(1) | |||||
Address: | Address: | |||||
1900 S. Price Road, | ||||||
Chandler, AZ 85286 |
(1) | Does not include any Shares |
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