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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 11/01/2016 | M | 8,050(1) | A | $0.00 | 144,026 | D | |||
| Common Stock | 11/01/2016 | F | 4,295(2) | D | $2.39(3) | 139,731 | D | |||
| Common Stock | 11/01/2016 | M | 19,625(4) | A | $0.00 | 159,356 | D | |||
| Common Stock | 11/01/2016 | F | 10,470(5) | D | $2.39(3) | 148,886 | D | |||
| Common Stock | 11/01/2016 | M | 28,684(6) | A | $0.00 | 177,570 | D | |||
| Common Stock | 11/01/2016 | F | 15,303(7) | D | $2.39(3) | 162,267 | D | |||
| Common Stock | 11/01/2016 | M | 14,907(8) | A | $0.00(3) | 177,174 | D | |||
| Common Stock | 11/01/2016 | F | 7,953(9) | D | $2.39(3) | 169,221 | D | |||
| Common Stock | 11/01/2016 | M | 66,876(10) | A | $0.00 | 236,097 | D | |||
| Common Stock | 11/01/2016 | F | 35,679(11) | D | $2.39(3) | 200,418 | D | |||
| Common Stock | 11/01/2016 | M | 3,260(12) | A | $0.00 | 203,678 | D | |||
| Common Stock | 11/01/2016 | F | 1,740(13) | D | $2.39(3) | 201,938 | 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 | 11/01/2016 | M | 8,050(1) | (14) | (14) | Common Stock | 8,050 | $0.00 | 16,100 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 11/01/2016 | M | 19,625(4) | (15) | (15) | Common Stock | 19,625 | $0.00 | 117,750 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 11/01/2016 | M | 28,684(6) | (16) | (16) | Common Stock | 28,684 | $0.00 | 336,931 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 11/01/2016 | M | 14,907(8) | (17) | (17) | Common Stock | 14,907 | $0.00 | 0 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 11/01/2016 | M | 66,876(10) | (18) | (18) | Common Stock | 66,876 | $0.00 | 267,498 | D | ||||
| Restricted Stock Units (RSUs) | $0.00 | 11/01/2016 | M | 3,260(12) | (19) | (19) | Common Stock | 3,260 | $0.00 | 32,601 | D | ||||
| Explanation of Responses: |
| 1. 8,050 Restricted Stock Units ("RSUs") issued in the grant to Dr. Katz on 8/1/2013 vested on 11/1/2016 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 11/1/2016. |
| 4. 19,625 RSUs issued in the grant to Dr. Katz on 2/10/2014 vested on 11/1/2016 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. 28,684 RSUs issued in the grant to Dr. Katz on 3/26/2015 vested on 11/1/2016. As previously disclosed by the Company in its Current Report on Form 8-K, as filed with the SEC on July 20, 2016, and the Form 4 filed by Dr. Katz on that date, 60,106 total unvested RSUs from this award were rescinded on July 19, 2016. This rescission is partially reflected herein. |
| 7. 15,303 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. 14,907 RSUs issued in the grant to Dr. Katz on 1/5/2016 vested on 11/1/2016 according to the vesting schedule previously reported. |
| 9. 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. |
| 10. 66,876 RSUs issued in the grant to Dr. Katz on 7/19/2016 vested on 11/1/2016 according to the vesting schedule previously reported. |
| 11. 35,679 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. 3,260 RSUs issued in the grant to Dr. Katz on 7/19/2016 vested on 11/1/2016 according to the vesting schedule previously reported. |
| 13. 1,740 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. |
| 14. 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. |
| 15. 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. |
| 16. 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. |
| 17. The RSUs vest in four quarterly installments beginning on February 1, 2016 and ending on November 1, 2016, as previously reported. |
| 18. The RSUs vest in six quarterly installments beginning on August 1, 2016 and ending on November 1, 2017, as previously reported. |
| 19. The RSUs vest in twelve quarterly installments, beginning on August 1, 2016 and ending on May 1, 2019, as previously reported. |
| Remarks: |
| /s/ Dr. Avi S. Katz | 11/03/2016 | |
| ** 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. | ||