Amendment: SEC Form SCHEDULE 13G/A filed by Silvaco Group Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Silvaco Group, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
82728C102 (CUSIP Number) |
11/17/2025
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 82728C102 |
| 1 | Names of Reporting Persons
Katherine S. Ngai-Pesic | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,357,145.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP Number(s): | 82728C102 |
| 1 | Names of Reporting Persons
Iliya Pesic | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,382,155.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP Number(s): | 82728C102 |
| 1 | Names of Reporting Persons
Yelena Pesic | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,073.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Silvaco Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
4701 PATRICK HENRY DRIVE, BLDG #23, SANTA CLARA, CALIFORNIA, 95054. | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of Katherine S. Ngai-Pesi, Iliya Pesic and Yelena Pesic (each a "Reporting Person" and collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is:
c/o Silvaco Group, Inc.
4701 Patrick Henry Drive, Building #23
Santa Clara, California 95054 | |
| (c) | Citizenship:
Each of the Reporting Persons is a US citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Explanatory Note: The holdings reported in this Schedule 13G/A are being reported after the reporting deadline because the reporting persons believed that certain transactions relating to the common stock, par value $0.0001 per share ("Common Stock") of Silvaco Group, Inc. (the "Issuer") constituted non-reportable pledges of Issuer securities that were not reportable under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Thereby the reporting persons believed they retained voting control and retained beneficial ownership of such shares of Common Stock. The reporting persons have subsequently determined to report the transactions based on the terms of the arrangement. The nature of the transactions is currently the subject of a dispute in an arbitral proceeding.
Katherine S. Ngai-Pesic beneficially owns 9,357,145 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Iliya Pesic beneficially owns 5,382,155 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Yelena Pesic beneficially owns 3,603,073 shares of Common Stock of the Issuer.
In connection with the Issuer's initial public offering (the "IPO"), the Reporting Persons entered into a stockholders agreement with the Issuer, which became effective prior to the completion of the IPO (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement (i) at any time the Reporting Persons together beneficially owns in the aggregate fifty percent or more of our issued and outstanding shares of Common Stock, the Reporting Persons shall be entitled to designate for nomination four director nominees (any director designated by the Reporting Persons, a "Designated Director"); (ii) at any time the Reporting Persons beneficially own in the aggregate less than fifty percent but at least forty percent or more of all issued and outstanding shares of Common Stock, the Reporting Persons shall be entitled to designate for nomination three director nominees; (iii) at any time the Reporting Persons beneficially own in the aggregate less than forty percent but at least twenty percent or more of all issued and outstanding shares of Common Stock, the Reporting Persons shall be entitled to designate for nomination two director nominees; and (iv) at any time the Reporting Persons beneficially own in the aggregate less than twenty percent but at least ten percent or more of all issued and outstanding shares of Common Stock, the Reporting Persons shall be entitled to designate for nomination one director nominee. Further, the Stockholders Agreement provides that the Reporting Persons will vote, or cause to be voted, all outstanding shares of Common Stock beneficially owned by them at any annual or special meeting of stockholders of the Issuer at which directors of the Issuer are to be elected or removed, or in actions by written consent or otherwise so as to effectuate the provisions of the Stockholders Agreement, to take all necessary action in their capacity as stockholders of the Issuer to cause the election or removal of a Designated Director as a director.
All of the shares identified in this Schedule 13G/A are subject to the Stockholders Agreement and the obligations and rights thereunder. The Reporting Persons acknowledge and agree that they are acting as a "group" within the meaning of the Exchange Act. Based in part on information provided by the Issuer, as of March 12, 2026, such a "group" would be deemed to beneficially own an aggregate of 18,342,373 shares of Common Stock. | |
| (b) | Percent of class:
All of the shares identified in this Schedule 13G/A are subject to the Stockholders Agreement and the obligations and rights thereunder. The Reporting Persons acknowledge and agree that they are acting as a "group" within the meaning of the Exchange Act. Based in part on information provided by the Issuer, as of March 12, 2026, such a "group" would be deemed to beneficially own an aggregate of 58.3% of the total number of shares of Common Stock outstanding, based on 31,440,906 shares of Common Stock of the Issuer outstanding as of March 9, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Katherine S. Ngai-Pesic has sole power to vote or to direct the vote of 9,357,145 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Iliya Pesic has sole power to vote or to direct the vote of 5,382,155 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Yelena Pesic has sole power to vote or to direct the vote of 3,603,073 shares of Common Stock of the Issuer. | ||
| (ii) Shared power to vote or to direct the vote:
Except as set forth in this Schedule 13G/A, each Reporting Person has neither voting nor investment power over the securities beneficially owned by other parties to the Stockholders Agreement and disclaims beneficial ownership of such securities. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Katherine S. Ngai-Pesic has sole power to dispose or to direct the disposition of 9,357,145 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Iliya Pesic has sole power to dispose or to direct the disposition of 5,382,155 shares of Common Stock of the Issuer, including 31,250 RSUs that vest within 60 days of the date hereof.
Yelena Pesic has sole power to dispose or to direct the disposition of 3,603,073 shares of Common Stock of the Issuer.
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| (iv) Shared power to dispose or to direct the disposition of:
Except as set forth in this Schedule 13G/A, each Reporting Person has neither voting nor investment power over the securities beneficially owned by other parties to the Stockholders Agreement and disclaims beneficial ownership of such securities. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are parties to the Stockholders Agreement, and accordingly the Reporting Persons are members of a "group," as defined in Rule 13d-5 of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership of any securities that may be beneficially owned by the other parties to the Stockholders Agreement. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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