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) 07/19/2016 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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)(1) | (2) | 07/19/2016 | D(3) | 60,106(3) | (4) | (4) | Common Stock | 60,106 | $0.00 | 404,317 | D | ||||
| Restricted Stock Units (RSUs)(1) | (2) | 07/19/2016 | D(5) | 401,250(5) | (6) | (6) | Common Stock | 401,250 | $0.00 | 0 | D | ||||
| Restricted Stock Units (RSUs)(7) | (2) | 07/19/2016 | A | 401,250 | (8) | (8) | Common Stock | 401,250 | $0.00 | 401,250 | D | ||||
| Restricted Stock Units (RSUs)(7) | (2) | 07/19/2016 | A | 39,121 | (9) | (9) | Common Stock | 39,121 | $0.00 | 39,121 | D | ||||
| Explanation of Responses: |
| 1. The Restricted Stock Units ("RSUs") were originally issued pursuant to the terms of the GigPeak 2008 Equity Incentive Plan and a Restricted Stock Unit Notice of Grant and Agreement. |
| 2. Each RSU represents a contingent right to receive one share of GigPeak common stock. |
| 3. Rescission of 60,106 RSUs which are a portion of the unvested RSUs granted in the Long Term March Award (as defined in the Company's Current Report on Form 8-K as filed with the SEC on July 20, 2016) granted on March 26, 2015. |
| 4. The RSUs were scheduled to vest as follows: 25% vested on May 1, 2016. The remaining 75% were scheduled to vest in twelve quarterly installments thereafter, beginning on August 1, 2016 and ending on May 1, 2019. |
| 5. Rescission of 401,250 RSUs which are the unvested remainder of the November Award (as defined in the Company's Current Report on Form 8-K as filed with the SEC on July 20, 2016) granted on November 23, 2015. |
| 6. The RSUs were scheduled to vest in eight quarterly installments beginning on February 1, 2016 and ending on November 1, 2017. |
| 7. The RSUs were issued pursuant to the terms of the GigPeak 2008 Equity Incentive Plan and a Restricted Stock Unit Notice of Grant and Agreement. The Company will withhold shares of stock subject to the restricted stock units at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with such vesting. |
| 8. The RSUs vest in six quarterly installments, beginning on August 1, 2016 and ending on November 1, 2017. |
| 9. The RSUs vest in twelve quarterly installments, beginning on August 1, 2016 and ending on May 1, 2019. |
| Remarks: |
| Please see the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 20, 2016, for additional disclosure regarding the transactions reported in this Form 4. |
| /s/ Dr. Avi S. Katz | 07/20/2016 | |
| ** 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. | ||