Statement of Changes in Beneficial Ownership (4)
05 April 2017 - 6:38AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Katz Avi S
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2. Issuer Name
and
Ticker or Trading Symbol
GigPeak, Inc.
[
GIG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O GIGPEAK, INC., 130 BAYTECH DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2017
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(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/4/2017
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U
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319996
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D
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$3.08
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (RSUs)
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$0.00
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4/4/2017
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D
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8050
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(1)
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(1)
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Common Stock
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8050
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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29341
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(1)
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(1)
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Common Stock
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29341
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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98125
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(1)
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(1)
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Common Stock
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98125
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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200624
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(1)
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(1)
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Common Stock
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200624
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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303238
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(1)
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(1)
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Common Stock
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303238
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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375000
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(1)
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(1)
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Common Stock
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375000
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$3.08
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0
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D
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RSUs
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$0.00
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4/4/2017
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D
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694721
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(1)
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(1)
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Common Stock
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694721
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$3.08
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0
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D
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Stock Options
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$0.73
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4/4/2017
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D
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137500
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(2)
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(2)
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Common Stock
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137500
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(2)
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0
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D
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Stock Options
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$0.73
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4/4/2017
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D
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11919
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(2)
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(2)
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Common Stock
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11919
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(2)
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0
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D
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Stock Options
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$0.73
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4/4/2017
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D
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10312
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(2)
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(2)
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Common Stock
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10312
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(2)
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0
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D
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Stock Options
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$0.73
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4/4/2017
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D
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6875
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(2)
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(2)
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Common Stock
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6875
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(2)
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0
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D
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Stock Options
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$1.10
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4/4/2017
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D
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581338
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(2)
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(2)
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Common Stock
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581338
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(2)
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0
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D
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Stock Options
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$0.95
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4/4/2017
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D
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77764
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(2)
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(2)
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Common Stock
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77764
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(2)
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0
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D
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Stock Options
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$3.50
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4/4/2017
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D
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93176
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(2)
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(2)
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Common Stock
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93176
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(2)
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0
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D
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Stock Options
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$3.50
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4/4/2017
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D
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36824
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(2)
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(2)
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Common Stock
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36824
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(2)
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0
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D
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Stock Options
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$1.95
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4/4/2017
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D
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190305
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(2)
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(2)
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Common Stock
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190305
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(2)
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0
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D
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Stock Options
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$1.95
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4/4/2017
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D
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121100
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(2)
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(2)
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Common Stock
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121100
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(2)
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0
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D
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Stock Options
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$1.95
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4/4/2017
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D
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12695
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(2)
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(2)
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Common Stock
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12695
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(2)
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0
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D
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Stock Options
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$2.40
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4/4/2017
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D
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200877
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(2)
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(2)
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Common Stock
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200877
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(2)
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0
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D
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Stock Options
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$2.40
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4/4/2017
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D
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116115
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(2)
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(2)
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Common Stock
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116115
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(2)
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0
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D
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Stock Options
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$2.40
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4/4/2017
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D
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31353
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(2)
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(2)
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Common Stock
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31353
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(2)
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0
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D
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Stock Options
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$2.50
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4/4/2017
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D
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388473
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(2)
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(2)
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Common Stock
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388473
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(2)
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0
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D
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Stock Options
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$2.50
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4/4/2017
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D
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16891
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(2)
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(2)
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Common Stock
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16891
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(2)
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0
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D
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Stock Options
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$2.65
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4/4/2017
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D
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202412
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(2)
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(2)
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Common Stock
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202412
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(2)
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0
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D
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Stock Options
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$2.65
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4/4/2017
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D
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200000
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(2)
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(2)
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Common Stock
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200000
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(2)
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0
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D
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Stock Options
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$2.65
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4/4/2017
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D
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21800
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(2)
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(2)
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Common Stock
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21800
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(2)
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0
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D
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Stock Options
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$2.70
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4/4/2017
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D
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503906
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(2)
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(2)
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Common Stock
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503906
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(2)
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0
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D
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Stock Options
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$2.70
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4/4/2017
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D
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33594
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(2)
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(2)
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Common Stock
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33594
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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As disclosed in the Schedule 14D-9 filed by the Issuer, pursuant to the Merger Agreement, each GigPeak RSU that is outstanding and is not an Assumed RSU (including GigPeak RSUs for which the vesting is solely accelerated due to the consummation of the transactions contemplated by the Merger Agreement pursuant to a contract in effect as of the date of the Merger Agreement) shall vest in full to the extent unvested and be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak RSU immediately prior to the Effective Time and (b) the Offer Price. No GigPeak RSUs held by GigPeak directors or executive officers will be Assumed RSUs.
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(
2)
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Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, (i) each GigPeak Option with an exercise price that is less than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak Option immediately prior to the Effective Time and (b) the excess of the Offer Price over the exercise price per share of such GigPeak Option; and (ii) each GigPeak Option with an exercise price equal to or greater than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time in exchange for no consideration.
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Reporting Owners
|
Reporting Owner Name / Address
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Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Katz Avi S
C/O GIGPEAK, INC.
130 BAYTECH DRIVE
SAN JOSE, CA 95134
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X
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President and CEO
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Signatures
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/s/ Dr. Avi S. Katz
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4/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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