SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
AMENDMENT NO. 2
TO
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WESTELL TECHNOLOGIES, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01
Class B Common Stock, par value $0.01(1)
(Title of Class of Securities)
957541-10-5 (Number for Class A Common Stock)
CUSIP Number
*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) Although not registered under Section 12 of the Exchange Act of 1934, as
amended, Class B Common Stock automatically converts into Class A Common
Stock upon any transfer except transfers to permitted transferees.
CUSIP NO. 957541-10-5
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary F. Seamans
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 105,644 Class A Common Stock (at December 31, 1997)
1,372,557 Class B Common Stock (at December 31, 1997)
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 105,644 Class A Common Stock (at December 31, 1997)
1,372,557 Class B Common Stock (at December 31, 1997)
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,644 Class A Common Stock (at December 31, 1997)
1,372,557 Class B Common Stock (at December 31, 1997)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% of total voting power of corporation.
0.7% of the outstanding voting power of Class A Common Stock.
6.5% of the outstanding of Class B Common Stock.
12. TYPE OF REPORTING PERSON: IN
Item 1(a) NAME OF ISSUER: Westell Technologies, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
750 North Commons Drive, Aurora, Illinois 60504
Item 2(a) NAME OF PERSON FILING: Gary F. Seamans
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
750 North Commons Drive, Aurora, Illinois 60504
Item 2(c) CITIZENSHIP: United States
Item 2(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $0.01 par value per share, and Class B Common
Stock, $0.01 par value per share, of Westell Technologies, Inc. Class
B Common Stock has four votes per share and automatically converts
into Class A Common Stock unless transferred to certain family members
of Robert C. Penny III, Gary F. Seamans or Melvin J. Simon.
Item 2(e) CUSIP NUMBER:
The CUSIP number of the Class A Common Stock is 957541-10-5. Since
the Class B Common Stock is not listed on any exchange, it does not
have a CUSIP number.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
Not Applicable.
This statement is not being filed pursuant to Rule 13d-1(b) or 13d-
2(b).
Item 4 OWNERSHIP
(a) Amount Beneficially Owned as of December 31, 1997 115,644
shares of Class A Common Stock and 1,372,557 shares of Class B
Common Stock.
(b) Percent of Class: 5.6% of total voting power of corporation.
6.5% of outstanding Class B Common Stock. 0.7% of outstanding
voting power of Class A Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote as of
December 31, 1997:
105,644 Class A Common Stock
1,372,557 Class B Common Stock
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or direct the disposition of as of
December 31, 1997:
105,644 Class A Common Stock
1,372,557 Class B Common Stock
(iv) shared power to dispose or direct the disposition of:
None
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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.
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 11, 1998
/s/ Gary F. Seamans
Gary F. Seamans
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
