UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 36241U106

1.

Names of Reporting Persons.

Lee-Lean Shu

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
2,253,667(1)

6.

Shared Voting Power
611,572(2)

7.

Sole Dispositive Power
2,253,667(1)

8.

Shared Dispositive Power
611,572(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,865,239(1)(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  o

11.

Percent of Class Represented by Amount in Row (9)
10.61%

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 36241U106

Item 1.

(a)

Name of Issuer:
GSI Technology, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:
1213 Elko Drive, Sunnyvale, CA 94089

Item 2.

(a)

Name of Person Filing:
Lee-Lean Shu

(b)

Address of Principal Business Office or, if none, Residence:
1213 Elko Drive, Sunnyvale, CA 94089

(c)

Citizenship:
United States

(d)

Title of Class of Securities:
Common Stock

(e)

CUSIP Number:
36241U106

Item 3.

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

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

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

(e)

o

An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-l(b)(l)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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);

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d–l(b)(l)(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:

x   Not applicable.

CUSIP No. 36241U106

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

2,865,239(1)(2)

(b)

Percentage of class:   

10.61%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

2,253,667(1)

(ii)

Shared power to vote or to direct the vote:    

611,572(2)

(iii)

Sole power to dispose or to direct the disposition of:   

2,253,667(1)

(iv)

Shared power to dispose or to direct the disposition of:   

611,572(2)

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

Not applicable.

Item 6.

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

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No. 36241U106

February 11, 2013

Date

/s/ Lee-Lean Shu

Signature

Lee-Lean Shu

Name/Title