GigPeak (GIG.U) Form 4 GigPeak / Avi S Katz 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^*

Katz Avi S

(Last) (First) (Middle)

C/O GIGPEAK, INC.

130 BAYTECH DRIVE

(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
X	Officer (give title below)	Other (specify below)
President and CEO

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)

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	05/03/2016		M		8,050(1)	A	$0.00	360,113	D
Common Stock	05/03/2016		F		4,295(2)	D	$2.35(3)	355,818	D
Common Stock	05/03/2016		M		19,625(4)	A	$0.00	375,443	D
Common Stock	05/03/2016		F		10,470(5)	D	$2.35(3)	364,973	D
Common Stock	05/03/2016		M		154,808(6)	A	$0.00	519,781	D
Common Stock	05/03/2016		F		82,591(7)	D	$2.35(3)	437,190	D
Common Stock	05/03/2016		M		66,875(8)	A	$0.00	504,065	D
Common Stock	05/03/2016		F		35,678(9)	D	$2.35(3)	468,387	D
Common Stock	05/03/2016		M		14,907(10)	A	$0.00	483,294	D
Common Stock	05/03/2016		F		7,953(11)	D	$2.35(3)	475,341	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
Restricted Stock Units (RSUs)	$0.00	05/03/2016		M			8,050(1)	(12)	(12)	Common Stock	8,050	$0.00	40,250	D
Restricted Stock Units (RSUs)	$0.00	05/03/2016		M			19,625(4)	(13)	(13)	Common Stock	19,625	$0.00	176,625	D
Restricted Stock Units (RSUs)	$0.00	05/03/2016		M			154,808(6)	(14)	(14)	Common Stock	154,808	$0.00	464,423	D
Restricted Stock Units (RSUs)	$0.00	05/03/2016		M			66,875(8)	(15)	(15)	Common Stock	66,875	$0.00	401,250	D
Restricted Stock Units (RSUs)	$0.00	05/03/2016		M			14,908(10)	(16)	(16)	Common Stock	14,908	$0.00	29,813	D

Explanation of Responses:

1. 8,050 Restricted Stock Units ("RSUs") issued in the grant to Dr. Katz on 8/1/2013 vested on 5/1/2016 according to the vesting schedule previously reported.

2. 4,295 shares of Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such vesting as previously reported by the Company.

3. The closing price of the Company's common stock on 5/2/2016.

4. 19,625 RSUs issued in the grant to Dr. Katz on 2/10/2014 vested on 5/1/2016 according to the vesting schedule previously reported.

5. 10,470 shares of Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such vesting as previously reported by the Company.

6. 154,808 RSUs issued in the grant to Dr. Katz on 3/26/2015 vested on 5/1/2016 according to the vesting schedule previously reported.

7. 82,591 shares of Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such vesting as previously reported by the Company.

8. 66,875 RSUs issued in the grant to Dr. Katz on 11/19/2015 vested on 5/1/2016 according to the vesting schedule previously reported.

9. 35,678 shares of Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such vesting as previously reported by the Company.

10. 14,907 RSUs issued in the grant to Dr. Katz on 1/5/2016 vested on 5/1/2016 according to the vesting schedule previously reported.

11. 7,953 shares of Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such vesting as previously reported by the Company.

12. 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.

13. 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.

14. 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.

15. The RSUs vest in three quarterly installments beginning on May 1, 2015 and ending on November 1, 2015, as previously reported.

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

Remarks:

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/ Dr. Avi S. Katz	05/05/2016
	** Signature of Reporting Person	Date
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