Steffens John Form 4 GIGA TRONICS / John Steffens 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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X

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^*

Spring Mountain Capital, LLC

(Last) (First) (Middle)

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GIGA TRONICS INC [ GIGA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2020

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

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

	Form filed by One Reporting Person
X	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	08/27/2020		S		62,715(1)	D	$3.86	0	D

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
Series B Convertible Voting Perpetual Preferred Stock	(2)	08/27/2020		S			8,704.44(3)	(2)	(2)	Common Stock	58,030(2)(6)	$81.77	0	D
Series C Convertible Voting Perpetual Preferred Stock	(2)	08/27/2020		S			3,020.35(4)	(2)	(2)	Common Stock	20,136(2)(6)	$54.26	0	D
Series D Convertible Voting Perpetual Preferred Stock	(2)	08/27/2020		S			5,111.86(5)	(2)	(2)	Common Stock	34,079(2)(6)	$53.15	0	D

1. Name and Address of Reporting Person^*

Spring Mountain Capital, LLC

(Last) (First) (Middle)

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spring Mountain Capital G.P., LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Private Equity Holdings GP, LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Private Equity Holdings, LP

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Select Co-Investment I GP, LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Select Co-Investment Fund I LP

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Steffens John

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ho Gregory P.

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock of Issuer disposed of directly by the Reporting Persons as follows: 33,305 shares by SMC Select Co-Investment Fund I, LP ("SMC Co-Investment LP") and 29,410 shares by SMC Private Equity Holdings, LP ("SMC PE LP").

2. Each of the Series B Convertible Voting Perpetual Preferred Stock ("Series B Preferred Stock"), Series C Convertible Voting Perpetual Preferred Stock ("Series C Preferred Stock") and Series D Convertible Voting Perpetual Preferred Stock ("Series D Preferred Stock") was convertible at any time upon request and was initially convertible into shares of common stock on a 1:100 basis. Each such class of stock had no expiration date.

3. Represents shares of Series B Preferred Stock disposed of by the Reporting Persons as follows: 6,885.52 shares by SMC Co-Investment LP, 97.54 shares by Spring Mountain Capital G.P., LLC and 1,721.38 shares by Mr. Steffens.

4. Represents shares of Series C Preferred Stock disposed of by the Reporting Persons as follows: 1,476.19 shares by SMC Co-Investment LP, 82.81 shares by Spring Mountain Capital G.P., LLC and 1,461.34 shares by Mr. Steffens.

5. Represents shares of Series D Preferred Stock disposed of by the Reporting Persons as follows: 700.28 shares by SMC Co-Investment LP and 4,411.58 shares by SMC PE LP.

6. As reported by the Issuer on Form 8-K, on December 12, 2019 the Issuer effected a 1 for 15 reverse stock split. The number of shares of common stock indicated in this Statement reflects the post-split number of shares disposed of. All warrants previously acquired by the Reporting Persons and disclosed in its Form 3 filed on January 9, 2019 expired without any portion being exercised. As a result of the transactions reported herein, the Reporting Persons were completely divested of the shares of Issuer's securities.

	SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member	08/31/2020
	SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member	08/31/2020
	SMC PRIVATE EQUITY HOLDINGS G.P., LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	08/31/2020
	SMC PRIVATE EQUITY HOLDINGS, LP By: SMC Private Equity Holdings G.P., LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	08/31/2020
	SMC SELECT CO-INVESTMENT FUND I, LP By: SMC Select Co-Investment I GP, LLC, General Partner By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	08/31/2020
	SMC SELECT CO-INVESTMENT I GP, LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	08/31/2020
	/s/ John L. Steffens	08/31/2020
	/s/ Gregory P. Ho	08/31/2020
	** Signature of Reporting Person	Date
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