UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

With copies to:

Aaron A. Grunfeld

Law Offices of Aaron A. Grunfeld & Associates

11111 Santa Monica Boulevard, Suite 1840

Los Angeles, California 90025

(310) 788-7577

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

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).

CUSIP NUMBER: 81362J100

CUSIP NUMBER: 81362J100

CUSIP NUMBER: 81362J100

CUSIP NUMBER: 81362J100

CUSIP NUMBER: 81362J100

Explanatory Note: Sam B. Williams 1995 Generation-Skipping Trust, a trust for which Gregg G Williams is the trustee, acquired approximately 263,718 shares of common stock of the Issuer, as defined below, in open market purchases in multiple transactions at prices ranging from $1.79 to $2.02 for an aggregate purchase amount of approximately $503,127, inclusive of brokerage commissions, and beneficial ownership of 33,503 shares of common stock from the Issuer for services as a director.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends and supplements the statements made by the Reporting Persons on Schedule 13D filed with the SEC on September 11, 2017, as amended by Amendment No. 1 filed with the SEC on May 14, 2018 as specifically set forth herein.

This statement on Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Second Sight Medical Products Inc., a California corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 12744 San Fernando Road, Suite 400, Sylmar, CA 91342.

The Reporting Persons (as defined below) beneficially own 33,339,271 shares of Common Stock (the “Subject Shares”), which includes: 26,536,550 shares of Common Stock and currently exercisable warrants to purchase 6,802,721 shares of common stock.

The Subject Shares represent beneficial ownership of approximately 45.13% of the Common Stock as determined in footnote 2 above.

(a), (f) This statement is being filed by:

(i) Gregg Williams, an individual;

(ii) Gregg G. Williams 2006 Trust, a trust (“Williams Trust”);

(iii) Sam Williams Family Investments LLC, a Michigan limited liability company (“Williams LLC”);

(iv) Williams International Co. LLC, a Michigan limited liability company (“Williams International”); and

(v) Sam B. Williams 1995 Generation-Skipping Trust (“GST” and together with Mr. Williams, the Williams Trust, Williams LLC, and Williams International, the “Reporting Persons”)

 (b) The address of the principal business and principal office of each of the Reporting Persons is 2280 E. West Maple Road, P.O. Box 200, Walled Lake, Michigan 48390.

(c) Mr. Williams has been the Chief Executive Officer at Williams International, a leading developer and manufacturer of small gas turbine engines, since April 2005 and has been a member of the Board of Directors of the Issuer since June 2009.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violations with respect to such laws.

(f) Mr. Williams is a citizen of the United States.

The shares were acquired with the personal funds of the Reporting Persons.

The Reporting Persons, directly or indirectly through certain affiliates, acquired the shares of the Issuer for investment purposes and not with a view toward or having the effect of directing or changing control over the Issuer. See Schedule A attached hereto. As a result of his appointment in March 2018 as the non-executive Chairman of the Issuer’s Board of Directors and his beneficial share ownership, Mr. Williams may effect a measure of control over the Issuer. Mr. Williams has at all times from immediately prior to and since the initial public offering of the Common Stock in November 2014 been a principal shareholder and director of the Issuer and is a member of the family which co-founded the Issuer.  

The Reporting Persons will continue to evaluate their ownership, investment and voting position in the Issuer and they currently expect to continue holding Issuer’s securities for investment. The Williams Trust and GST have entered into a Rule 10b5-1 trading plan (the "10b5-1 Plan") with an independent broker-dealer for the further purchase of up to two million shares of common stock of the Company. Purchases are subject to Securities and Exchange Commission ("SEC") regulations, inclusive of Rules 10b5-1 and Rule 10b-18, as well as to certain market price, volume and timing conditions specified in the 10b5-1 Plan.

The 10b5-1 Plan will expire by the earlier of the date on which aggregate share purchases equal two million shares or the termination of the 10b5-1 Plan on January 31, 2019.  The 10b5-1 Plan is also subject to early termination on occurrence of certain events such as the dissolution of any Reporting Person, the Company’s announcing a tender or exchange offer with respect to the common stock, the announcement of a merger, reorganization or certain other proceedings that may materially affect the securities of the Company. The first purchase under the 10b5-1 Plan is expected to be made after the Company files its Form 10-Q for the six months ended June 30, 2018 but no earlier than July 16, 2018.

Pursuant to the 10b5-1 Plan, an independent broker-dealer will act as the agent of the Reporting Persons in effecting daily open market transactions on pre-arranged terms, which include a predetermined pricing ceiling per share and a ceiling on the number of shares that may be purchased on any trading day, during a period beginning no earlier than July 16, 2018 and ending on January 31, 2019. The broker-dealer is permitted to make purchases pursuant to the 10b5-1 Plan through privately negotiated transactions. Because purchases under the 10b5-1 Plan are subject to pre-determined pricing parameters and ceiling limits on amounts that may be purchased on any trading date as well as other conditions which may cause early termination or other trading restrictions, there can be no assurance as to the number of shares that will be purchased by these Reporting Persons under the 10b5-1 Plan.

(a)(i) Gregg Williams, through the Williams Trust, Williams LLC, Williams International and GST, is the beneficial owner of an aggregate of 33,339,271, or 45.13%, of the Issuer’s shares of Common Stock, including currently exercisable warrants to purchase 6,802,721 shares of Common Stock.

(ii) The Williams Trust is the beneficial owner of an aggregate of 22,428,360 or 30.36% of the Issuer’s Common Stock, including currently exercisable warrants to purchase 6,802,721 shares of Common Stock.

(iii) Williams LLC is the beneficial owner of an aggregate 4,358,082 or 5.9% of the Issuer’s Common Stock.

(iv) Williams International is the beneficial owner of an aggregate 1,484,254 or 2.01% of the Issuer’s Common Stock.

(v) GST is the beneficial owner of an aggregate 5,068,575 or 6.86% of the Issuer’s Common Stock.

(b) Mr. Williams has power to vote or direct the vote and sole power to dispose or direct the disposition of the shares and warrants owned by the Reporting Persons.

None 

None

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

SCHEDULE A

Transactions in the Issuer's Common Stock since the most recent filing of Schedule 13D/A by the Reporting Persons

In addition to the listed market transactions above, GST received 33,503 shares of Common Stock from the Company on June 1, 2018 for services rendered by Gregg Williams as a director of the Company.

^* Represents the weighted average price per share paid.