SCHEDULE 13G/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)
QUALSTAR
CORPORATION
(Name
of
Issuer)
COMMON
STOCK, no par value
(Title
of
Class of Securities)
74758R
10 9
(CUSIP
Number)
December
31, 2006
(Date
of
Event which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
þ
Rule
13d-1(d)
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).
SCHEDULE
13G
CUSIP
No. 74758R 10 9
|
|
Page
2 of 5 Pages
|
1
|
NAME
OF REPORTING PERSONS/
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard
A. Nelson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
REPORTING
BENEFICIALLY
OWNED
BY
EACH
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,906,560
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
1,906,560
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,906,560
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(See
Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.6%
(based on shares outstanding on December 31, 2006)
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Item
1.
(a) Name
of Issuer:
Qualstar Corporation
(b) Address
of Issuer’s Principal Executive Offices:
3990-B
Heritage Oak Court
Simi
Valley, California 93063
Item
2.
(a) Name
of Person Filing:
Richard
A. Nelson
(b) Address
of Principal Business Office:
3990-B
Heritage Oak Court
Simi
Valley, California 93063
(c) Citizenship:
United
States of America.
(d) Title
of Class of Securities:
Common
Stock, no par value
(e) CUSIP
Number:
74758R
10 9
Item
3.
If
this
statement is filed pursuant Rule 13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) o Broker
or
dealer registered under Section 15 of the Act;
(b) o Bank
as
defined in Section 3(a)(6) of the Act;
(c) o Insurance
Company as defined in Section 3(a)(19) of the Act;
(d)
o Investment
Company registered under Section 8 of the Investment Company
Act;
(e)
o Investment
Advisor registered under Section 203 of the Investment Advisors Act of
1940;
(f)
o Employee
Benefit Plan, Pension Fund which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g)
o Parent
Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (Note, See
Item 7);
(h) o Group,
in
accordance with Rule 13d-1(b)(1)(ii)(H).
If
this statement is filed
pursuant to 13d-1(c), check this box. o
Item
4. Ownership.
(a) Amount
beneficially owned: 1,906,560 shares of Common Stock
(b) Percent
of Class: 15.6% (based on shares outstanding on December 31, 2006)
(c) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote of: 1,906,560
(ii) shared
power to vote or to direct the vote of: 0
(iii) sole
power to dispose or to direct the disposition of: 1,906,560
(iv) shared
power to dispose or to direct the disposition of: 0
Item
5. Ownership
of 5% or Less of 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 5% of the
class of securities, check the following: o
Item
6. Ownership
of More Than 5% 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.
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
14, 2007
/s/
Richard
A.
Nelson
Name: Richard
A. Nelson