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UNITED STATES

OMB Number: 3235-0145

 

SECURITIES AND EXCHANGE COMMISSION

Expires: February 28, 2009

 

Washington, D.C. 20549

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Netlist, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

64118P 10 9

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

CUSIP No.  64118P 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jun S. Cho

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,060,000 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,060,000 (1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,060,000 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)

Includes 500,000 shares of common stock held by Mr. Cho as trustee of the Chun Ki Hong 2004 Trust and 500,000 shares of common stock held by Mr. Cho as trustee of the Won Kyung Cha 2004 Trust.  Mr. Cho disclaims beneficial ownership of the shares held for these trusts. 

 

2


 

Item 1.

 

(a)

Name of Issuer
Netlist, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
475 Goddard, Irvine, California  92618

 

Item 2.

 

(a)

Name of Person Filing
Jun S. Cho

 

(b)

Address of Principal Business Office or, if none, Residence
475 Goddard, Irvine, California  92618

 

(c)

Citizenship
United States

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
64118P 10 9

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 

3


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,060,000 (1)

 

(b)

Percent of class:    

5.4%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,060,000 (1)

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,060,000 (1)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o .

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

(1)

Includes 500,000 shares of common stock held by Mr. Cho as trustee of the Chun Ki Hong 2004 Trust and 500,000 shares of common stock held by Mr. Cho as trustee of the Won Kyung Cha 2004 Trust. Mr. Cho disclaims beneficial ownership of the shares held for these trusts.

 

4


Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

January 29, 2008

 

Date

 


/s/ Jun S. Cho

 

Signature

 


Jun S. Cho

 

Name/Title

 

5