UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1) 

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: On May 3, 2018, the Gregg G. Williams 2006 Trust and the Sam B. Williams 1995 Generation-Skipping Trust, two trusts for which Gregg G Williams is the trustee (“Purchasers”), and the Issuer entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Issuer, in a private placement, agreed to issue and sell to the Purchasers 6,756,757 shares of common stock in the aggregate (the “Purchase Agreement Shares”) at a price per share of $1.48 for gross proceeds of $10,000,000.36. See Issuer’s Form 8-K filed May 8, 2018 and the Purchase Agreement attached thereto as Exhibit 10.1. The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D 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”). 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 33,042,050 shares of Common Stock (the “Subject Shares”), which number, giving effect to the Purchase Agreement Shares, includes: 26,239,329 shares of Common Stock and warrants to purchase 6,802,721 shares of common stock.

The Subject Shares represent beneficial ownership of approximately 45% of the outstanding shares of Common Stock based on 73,435,195 shares of our common stock outstanding and to shares underlying the warrants referred to in the preceding paragraph.

(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 Purchase Agreement 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, including the Purchase Agreement Shares, for investment purposes and not with a view toward or having the effect of directing or changing control over the Issuer. As a result of Mr. Williams’ position since 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 and voting position in the Issuer and they currently expect to continue holding Issuer’s securities for investment. Moreover, they may consider acquiring additional securities of the Issuer in open market and in privately-negotiated transactions.

(a)(i) Gregg Williams is the beneficial owner of an aggregate of 33,042,050 or 45% of the Issuer’s outstanding shares of Common Stock, including warrants to purchase 6,802,721 shares of common stock.

(ii) Gregg G. Williams 2006 Trust is the beneficial owner of an aggregate of 22,428,360 or 30.5% of the Issuer’s shares, including warrants to purchase 6,802,721 shares of Common Stock.

(iii) Sam Williams Family Investments LLC is the beneficial owner of an aggregate 4,358,082 or 5.9% of the Issuer’s shares.

(iv) Williams International Co. LLC is the beneficial owner of an aggregate 1,484,254 or 2.0% of the Issuer’s shares.

(v) GST is the beneficial owner of an aggregate 4,771,354 or 6.5% of the Issuer’s shares

(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.

ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

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.