Frank Schneider Form 4 GigPeak / Frank Schneider ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schneider Frank

(Last) (First) (Middle)

C/O GIGPEAK, INC.

130 BAYTECH DRIVE, SAN JOSE, CA

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GigPeak, Inc. [ GIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2016		M		1,579(1)	A	$0.00	1,579	D
Common Stock	08/01/2016		M		625(2)	A	$0.00	2,204	D
Common Stock	08/01/2016		M		720(3)	A	$0.00	2,924	D
Common Stock	08/01/2016		M		1,250(4)	A	$0.00	4,174	D
Common Stock	08/01/2016		M		6,166(5)	A	$0.00	10,340	D
Common Stock								168,265	I	By the Schneider Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	$0.00	08/01/2016		M			1,579(1)	(6)	(6)	Common Stock	1,579	$0.00	4,737	D
Restricted Stock Units (RSUs)	$0.00	08/01/2016		M			625(2)	(7)	(7)	Common Stock	625	$0.00	4,375	D
Restricted Stock Units (RSUs)	$0.00	08/01/2016		M			720(3)	(8)	(8)	Common Stock	720	$0.00	7,920	D
Restricted Stock Units (RSUs)	$0.00	08/01/2016		M			1,250(4)	(9)	(9)	Common Stock	1,250	$0.00	6,250	D
Restricted Stock Units (RSUs)	$0.00	08/01/2016		M			6,166(5)	(10)	(10)	Common Stock	6,166	$0.00	6,166	D

Explanation of Responses:

1. 1,579 Restricted Stock Units ("RSUs") issued in the grant to Mr. Schneider on 8/1/2013 vested on 8/1/2016 according to the vesting schedule previously reported.

2. 625 RSUs issued in the grant to Mr. Schneider on 2/10/2014 vested on 8/1/2016 according to the vesting schedule previously reported.

3. 720 RSUs issued in the grant to Mr. Schneider on 3/26/2015 vested on 8/1/2016 according to the vesting schedule previously reported.

4. 1,250 RSUs issued in the grant to Mr. Schneider on 11/19/2015 vested on 8/1/2016 according to the vesting schedule previously reported.

5. 6,166 RSUs issued in the grant to Mr. Schneider on 1/5/2016 vested on 8/1/2016 according to the vesting schedule previously reported.

6. The RSUs vest as follows: 25% vested on May 1, 2014. The remaining 75% vest in twelve quarterly installments thereafter, beginning on August 1, 2014 and ending on May 1, 2017, as previously reported.

7. The RSUs vest as follows: 25% vested on May 1, 2015. The remaining 75% vest in twelve quarterly installments thereafter, beginning on August 1, 2015 and ending on May 1, 2018, as previously reported.

8. The RSUs vest as follows: 25% vested on May 1, 2016. The remaining 75% vest in twelve quarterly installments thereafter, beginning on August 1, 2016 and ending on May 1, 2019, as previously reported.

9. The RSUs vest in eight quarterly installments beginning on February 1, 2016 and ending on November 1, 2017, as previously reported.

10. The RSUs vest in four quarterly installments beginning on February 1, 2016 and ending on November 1, 2016, as previously reported.

Remarks:

As the Company's non-employee directors are not Company employees, the Company does not have a tax withholding obligation at the time of vesting, and the individual non-employee director will be responsible for any tax obligations which arises in connection with such vesting.

	/s/ Frank W. Schneider	08/03/2016
	** Signature of Reporting Person	Date
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