SEC FORM 3SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Estimated average burden | | hours per response: | 0.5 |
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1. Name and Address of Reporting Person*
| C/O GSI TECHNOLOGY, INC. | | 6F-1, NO. 30, TAI-YUAN STREET |
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year)
08/31/2026 | 3. Issuer Name and Ticker or Trading Symbol
GSI TECHNOLOGY INC
[ GSIT ]
Foreign Trading Symbol
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner |  | Officer (give title below) | | Other (specify below) | | VP, Taiwan Operations |
| 5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Beneficially Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|---|
| Common Stock | 109,762 | D | |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr.
4)
| 2. Date Exercisable and Expiration Date
(Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
| 4. Conversion or Exercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
| Stock Option (right to buy) | 11/01/2020 | 01/30/2027 | Common Stock | 4,702 | 6.16 | D | |
| Stock Option (right to buy) | 11/01/2021 | 01/29/2028 | Common Stock | 15,000 | 8.09 | D | |
| Stock Option (right to buy) | 11/01/2022 | 02/04/2029 | Common Stock | 15,000 | 7.88 | D | |
| Stock Option (right to buy) | 11/01/2023 | 02/03/2030 | Common Stock | 15,000 | 8.06 | D | |
| Stock Option (right to buy) | 11/01/2024 | 02/01/2031 | Common Stock | 15,000 | 7.53 | D | |
| Stock Option (right to buy) | 11/01/2026 | 01/30/2033 | Common Stock | 3,750 | 1.98 | D | |
| Stock Option (right to buy) | 11/01/2027 | 01/29/2034 | Common Stock | 7,500 | 1.92 | D | |
| Stock Option (right to buy) | 11/01/2028 | 02/03/2035 | Common Stock | 11,250 | 2.84 | D | |
| Stock Option (right to buy) | 11/01/2029 | 02/02/2036 | Common Stock | 15,000 | 7.23 | D | |
| Explanation of Responses: |
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| /s/ By Douglas Schirle, Attorney-in-Fact | 09/08/2026 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
I-CHI LIAO
POWER OF ATTORNEY
FOR SECTION 16 REPORTING PURPOSES
The undersigned hereby makes, constitutes and appoints each
of Lee Lean Shu, Douglas Schirle and Ben Griebe, or either of
them acting singly, and with full power of substitution,
re-substitution and delegation, the undersigned's true and
lawful attorney in fact (each of such persons and their substitutes
and delegees being referred to herein as the "Attorney-in-Fact"),
with full power to act for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as an officer,
director or stockholder of
GSI Technology, Inc. (the "Company"), to:
1. Take such actions as may be necessary or appropriate to enable
the undersigned to submit and file forms, schedules and other
documents with the U.S. Securities and Exchange Commission ("SEC")
utilizing the SEC's Electronic Data Gathering and Retrieval ("EDGAR")
system, which actions may include
(a) enrolling the undersigned in EDGAR Next and (b) preparing, executing
and submitting to the SEC a Form ID, amendments thereto, and such other
documents and information as may be necessary or appropriate to obtain
codes and passwords enabling the undersigned to make filings and
submissions utilizing the EDGAR system;
2. Prepare and execute any and all forms, schedules and other
documents (including any amendments thereto) the undersigned is
required to file with the SEC, or which the Attorney-in-Fact
considers it advisable for the undersigned to file with the SEC,
under Section 13 or Section 16 of the Securities Exchange Act of
1934 or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), including Forms 3, 4 and 5,
Schedules 13D and 13G, and Forms 144 (all such forms, schedules and
other documents being referred to herein as "SEC Filings");
3. Submit and file SEC Filings with the SEC utilizing the EDGAR system
or cause them to be submitted and filed by a person appointed under
Section 5 below;
4. File, submit or otherwise deliver SEC Filings to any securities
exchange on which the Company's securities may be listed or traded;
5. Act as a delegated administrator for the undersigned's EDGAR account,
including: (i) appoint, remove and replace delegated account administrators
and users; (ii) maintain the security of the undersigned's EDGAR account; and
(iii) any other actions contemplated by Rule 10 of Regulation S-T with
respect to delegated entities;
6. Cause the Company to accept a delegation of authority from any of
the undersigned's EDGAR account administrators and, pursuant to that
delegation, authorize the Company's EDGAR account administrators to
appoint, remove or replace users for the undersigned's EDGAR account; and
7. Obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions
in the Company's equity securities from any third party,
including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned
hereby authorizes any such third party to release any such information
to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion
on information provided to such Attorney-in-Fact without independent
verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact
on behalf of the undersigned pursuant to this Power of Attorney will
be in such form and will contain such information as the Attorney-in-Fact,
in his or her discretion, deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements of
Section 13 or Section 16 of the Exchange Act or Rule 144, any liability
of the undersigned for any failure to comply with such requirements,
or any liability of the undersigned for disgorgement of profits
under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the
undersigned's obligations under Section 13 or Section 16 of the
Exchange Act, including, without limitation,
the reporting requirements under Section 13 or Section 16 of
the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite,
necessary or advisable to be done in connection with the foregoing,
as fully, to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that
the Attorney-in-Fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules
13D or 13G or Forms 144 with respect to the undersigned's holdings of
and transactions in securities of the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Power of Attorney revokes all previous powers of attorney with respect
to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of September 8, 2026
I-Chi Liao.
