Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), Rule 13d‑1(f) or Rule 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 Rule 13d‑7(b) 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 (the “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).

This Amendment No. 1 amends and restates in its entirety the Schedule 13D filed by the undersigned on March 4, 2019 (“Amendment No. 1”).

As set forth in Item 3 below, in connection with the death of Ron W. Swenson on August 27, 2021, Mr. Swenson ceased to be a beneficial owner of more than five percent (5%) of the Shares (as defined below), and all of the Shares beneficially owned by Mr. Swenson, and Mr. Swenson’s interest in WIM, were subsequently contributed to the Bonnie Sue Swenson Survivor’s Trust, effective January 1, 2022.

This statement relates to common shares, $0.001 par value per share, of Venture Lending & Leasing IX, Inc., a Maryland corporation (the “Issuer”), of which 100,000 shares are outstanding (the “Shares”). The principal executive offices of the Issuer are located at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

(a) This Schedule 13D is filed by Westech Investment Advisors LLC, a California limited liability company (“Westech”), which is the Reporting Person. Venture Lending & Leasing IX, LLC (the “Company”), a Delaware limited liability company, is the sole shareholder of the Issuer. Venture Lending & Leasing IX, GP, LLC, a Delaware limited liability company (“VLL IX GP”), is the managing member of the Company, and Westech is the managing member of VLL IX GP and the investment manager of the Issuer, and each of Mrs. Bonnie S. Swenson, in her capacity as trustee (the “Trustee”) of the Bonnie Sue Swenson Survivor’s Trust (the “Trust”), and Mr. Salvador O. Gutierrez owns a controlling interest in VLL IX GP and Westech through the controlling interests they hold in Westech Investment Management, Inc., a California corporation (“WIM”). Pursuant to the Amended and Restated Operating Agreement of the Company (the “Operating Agreement”), the members of the Company have pass-through voting rights such that if any vote or consent is to be cast or given by the Company as the sole shareholder of the Issuer, then Westech must first obtain direction from the members of the Company on how to cast such vote or give such consent on behalf of the Company (such operative provisions are attached hereto as Exhibit 1). The required vote or consent of the members to give such direction parallels the vote or consent required of the shareholders of the Issuer (i.e. if a matter requires the consent of the holders of two-thirds of the outstanding shares of the Issuer, then the vote or consent required of the members of the Company is the approval by the holders of two-thirds or more in interest of the members of the Company).

Each of Westech, the Company, VLL IX GP, Mr. Gutierrez and the Trustee expressly disclaims membership in any group.

The names, business addresses, principal occupations and citizenship of each director, executive officer and controlling shareholder of Westech are set forth on Schedule A, which is incorporated herein by this reference.

(b) The principal business and office address of the Company, VLL IX GP, the Trust and Westech is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

(c) The principal business of the Company is to acquire and hold all of the Shares. Westech is a registered investment adviser under the Investment Advisers Act of 1940. The Trust is a revocable trust.

(d) Neither the Company, VLL IX GP, Westech nor any other person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Company, VLL IX GP, Westech nor any other person listed on Schedule A has, during the last five years, been 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 violation with respect to such laws.

(f) See Schedule A.