UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

*  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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

(1)

Represents shares beneficially owned by Perritt Funds, Inc. (see Item 2(a)).

(2)

The percent ownership calculated is based upon an aggregate of 32,559,384 shares outstanding as of November 3, 2016.

(1)

The percent ownership calculated is based upon an aggregate of 32,559,384 shares outstanding as of November 3, 2016.

Item 1(a).

Name of Issuer:

AXT, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

4281 Technology Drive, Fremont, CA  94538

Item 2(a).

Name of Person Filing:

The persons filing this Schedule 13G are (i) Perritt Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940; and (ii) Perritt Funds, Inc., an investment company registered under the Investment Company Act of 1940, on behalf of its series, the Perritt MicroCap Opportunities Fund, the Perritt Ultra MicroCap Fund and the Perritt Low Priced Stock Fund.  Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Perritt Capital Management, Inc. and Perritt Funds, Inc. that this Schedule 13G is filed on behalf of each of them.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

300 South Wacker Drive, Suite 2880, Chicago, IL  60606

Item 2(c).

Citizenship:

Perritt Capital Management, Inc. is an Illinois corporation.

Perritt Funds, Inc. is a Maryland corporation.

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

00246W130

Item 3.

If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

T

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

T

An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

Item 4.

Ownership:

(a)

Amount Beneficially Owned:  1,810,181

(b)

Percent of Class:  5.6%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  78,450

(ii)

shared power to vote or to direct the vote:  1,731,731

(iii)

sole power to dispose or to direct the disposition of:  78,450

(iv)

shared power to dispose or to direct the disposition of:  1,731,731

(a)

Amount Beneficially Owned:  1,731,731

(b)

Percent of Class:  5.3%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  0

(ii)

shared power to vote or to direct the vote:  1,731,731

(iii)

sole power to dispose or to direct the disposition of:  0

(iv)

shared power to dispose or to direct the disposition of:  1,731,731

Item 5.

Ownership of Five Percent or Less of a Class:

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

N/A

Item 8.

Identification and Classification of Members of the Group:

N/A

Item 9.

Notice of Dissolution of Group:

N/A

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits.

1.

Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties’ Schedule 13G filed February 13, 2014).

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.

 

Date:  February 14, 2017

PERRITT CAPITAL MANAGEMENT, INC.

Lynn E. Burmeister

Chief Compliance Officer

    and Vice President

PERRITT FUNDS, INC.

Lynn E. Burmeister

Chief Compliance Officer and Secretary