GigPeak, Inc.
130 Baytech Drive
San Jose, CA 95134
May 31, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Attn: | Amanda Ravitz, Assistant Director |
Office of Electronics and Machinery
| Re: | GigPeak, Inc. |
Registration Statement on Form S-3
Filed April 15, 2016
File No. 333-210779
Ladies and Gentlemen:
In accordance with Rule 460 and Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, GigPeak, Inc. (the “Company”), hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), be accelerated so that the Registration Statement becomes effective at 5:00 p.m. Eastern Daylight Time on Friday, June 3, 2016, or as soon thereafter as practicable.
The Company confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement. In connection with the above, the Company acknowledges the following:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |||
| GigPeak, Inc. | |||
| By: | /s/ Darren Ma | ||
| Darren Ma | |||
| Vice President and Chief Financial Officer | |||
| cc: | Dr. Avi Katz |
| Jeffrey C. Selman |