Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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DZS INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
23305L107 (CUSIP Number) |
SoonHo Kim DTC Tower, 49 Daewangpangyo-ro, 644Beon-gil, Bundang-gu Seongnam-si, M5, 13493 82-70-7010-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/04/2025 (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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 23305L107 |
| 1 |
Name of reporting person
DASAN Networks, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage is calculated based on 38,789,398 shares of common stock, par value $0.001 per share (the "Common Stock"), of DZS Inc. (the "Issuer") outstanding as of October 31, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission (the "SEC") on November 12, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
DZS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
5700 TENNYSON PARKWAY, SUITE 400, PLANO,
TEXAS
, 75024. | |
Item 1 Comment:
Explanatory Note This Amendment No. 3 to statement on Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D filed with the SEC on September 14, 2016 (as amended and supplemented by Amendment No. 1 to the statement on Schedule 13D filed with the SEC on February 5, 2021 and Amendment No. 2 to the statement on Schedule 13D filed with the SEC on November 21, 2022, collectively, the "Prior Schedule 13D," and as amended and supplemented by this Amendment No. 3, the "Schedule 13D"), and is being filed on behalf of the Reporting Person in respect of the Common Stock of the Issuer. Except as amended and supplemented herein, the information set forth in the Prior Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 3 have the respective meanings set forth in the Prior Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule A attached hereto. | |
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is hereby amended and supplemented as follows: On December 4, 2025, the Reporting Person executed a sale of all of its 9,093,015 shares of Common Stock at a price per share of approximately $0.000074641 in a privately negotiated transaction (the "Disposition"). The sale price per share is in US Dollars and reflects the conversion of South Korean Won to USD at an exchange rate of $0.0006787 to South Korean Won 1.00 as of December 4, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (c) | Except as otherwise described in this Schedule 13D, the Reporting Person has not effected any transactions in the Common Stock or other equity securities of the Issuer during the last 60 days. | |
| (d) | To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer reported herein. | |
| (e) | As a result of the Disposition, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the following: The information set forth in Item 4 of this Schedule 13D is incorporated into this Item 6 by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A. Directors and Officers of DASAN Networks, Inc. | ||
| 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.
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