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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GigPeak, Inc. [ GIG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/03/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/03/2016 | M | 1,579(1) | A | $0.00 | 178,064 | D | |||
| Common Stock | 05/03/2016 | M | 625(2) | A | $0.00 | 178,689 | D | |||
| Common Stock | 05/03/2016 | M | 2,880(3) | A | $0.00 | 181,569 | D | |||
| Common Stock | 05/03/2016 | M | 1,250(4) | A | $0.00 | 182,819 | D | |||
| Common Stock | 05/03/2016 | M | 6,666(5) | A | $0.00 | 189,485 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 05/03/2016 | M | 1,579(1) | (6) | (6) | Common Stock | 1,579 | $0.00 | 6,316 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 05/03/2016 | M | 625(2) | (7) | (7) | Common Stock | 625 | $0.00 | 5,000 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 05/03/2016 | M | 2,880(3) | (8) | (8) | Common Stock | 2,880 | $0.00 | 8,640 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 05/03/2016 | M | 1,250(4) | (9) | (9) | Common Stock | 1,250 | $0.00 | 7,500 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 05/03/2016 | M | 6,666(5) | (10) | (10) | Common Stock | 6,666 | $0.00 | 13,332 | D | ||||
| Explanation of Responses: |
| 1. 1,579 Restricted Stock Units ("RSUs") issued in the grant to Mr. Miotto on 8/1/2013 vested on 5/1/2016 according to the vesting schedule previously reported. |
| 2. 625 RSUs issued in the grant to Mr. Miotto on 2/10/2014 vested on 5/1/2016 according to the vesting schedule previously reported. |
| 3. 2,880 RSUs issued in the grant to Mr. Miotto on 3/26/2015 vested on 5/1/2016 according to the vesting schedule previously reported. |
| 4. 1,250 RSUs issued in the grant to Mr. Miotto on 11/19/2015 vested on 5/1/2016 according to the vesting schedule previously reported. |
| 5. 6,666 RSUs issued in the grant to Mr. Miotto on 1/5/2016 vested on 5/1/2016 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. The vesting date of the RSUs was May 1, 2016, as previously reported by the Issuer, which fell on a Sunday this year. Normally the shares will issue on the same date as the vesting date, as reported in the previously filed Form 4s for vesting of RSUs. However, when the vesting date falls on a weekend or federal holiday, due to the normal processing required by the Issuer's transfer agent, it can take up to two business days after the first business day following the vesting date for the resulting shares to be issued. Therefore the shares resulting from the vesting on May 1, 2016 were not issued until May 3, 2016, as reported in this Form 4. |
| /s/ Neil Miotto | 05/05/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| 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 Number. | ||