GigPeak Form 4 / 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

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)
02/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2017		M		8,050⁽¹⁾	A	$0.00	209,988	D
Common Stock	02/01/2017		F		4,722⁽²⁾	D	$2.58⁽³⁾	205,266	D
Common Stock	02/01/2017		M		19,625⁽⁴⁾	A	$0.00	224,891	D
Common Stock	02/01/2017		F		11,511⁽⁵⁾	D	$2.58⁽³⁾	213,380	D
Common Stock	02/01/2017		M		33,693⁽⁶⁾	A	$0.00	247,073	D
Common Stock	02/01/2017		F		18,141⁽⁷⁾	D	$2.58⁽³⁾	228,932	D
Common Stock	02/01/2017		M		125,000⁽⁸⁾	A	$0.00⁽³⁾	353,932	D
Common Stock	02/01/2017		F		66,652⁽⁹⁾	D	$2.58⁽³⁾	287,280	D
Common Stock	02/01/2017		M		66,874⁽¹⁰⁾	A	$0.00	354,154	D
Common Stock	02/01/2017		F		35,678⁽¹¹⁾	D	$2.58⁽³⁾	318,476	D
Common Stock	02/01/2017		M		3,260⁽¹²⁾	A	$0.00	321,736	D
Common Stock	02/01/2017		F		1,740⁽¹³⁾	D	$2.58⁽³⁾	319,996	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			8,050⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	8,050	$0.00	16,100	D
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			19,625⁽⁴⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	19,625	$0.00	117,750	D
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			33,693⁽⁶⁾	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	33,693	$0.00	303,238	D
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			125,000⁽⁸⁾	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	125,000	$0.00	375,000	D
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			66,874⁽¹⁰⁾	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	66,874	$0.00	200,624	D
Restricted Stock Units (RSUs)	$0.00	02/01/2017		M			3,260⁽¹²⁾	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	3,260	$0.00	29,341	D

Explanation of Responses:

1. 8,050 Restricted Stock Units ("RSUs") issued in the grant to Dr. Katz on 8/1/2013 vested on 2/1/2017 according to the vesting schedule previously reported.

2. 4,722 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 2/1/2017.

4. 19,625 RSUs issued in the grant to Dr. Katz on 2/10/2014 vested on 2/1/2017 according to the vesting schedule previously reported.

5. 11,511 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. 33,693 RSUs issued in the grant to Dr. Katz on 3/26/2015 vested on 2/1/2017. 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. 18,141 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. 125,000 RSUs issued in the grant to Dr. Katz on 1/5/2016 vested on 2/1/2017 according to the vesting schedule previously reported.

9. 66,652 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. 66,874 RSUs issued in the grant to Dr. Katz on 7/19/2016 vested on 2/1/2017 according to the vesting schedule previously reported.

11. 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.

12. 3,260 RSUs issued in the grant to Dr. Katz on 7/19/2016 vested on 2/1/2017 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 as follows: 25% vested on February 1, 2017. The remaining 75% vest in twelve quarterly installments thereafter, beginning on May 1, 2017 and ending on February 1, 2020.

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	02/03/2017
	** 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).
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GigPeak (GIG.U) Inactive Form 4GigPeak / Avi S Katz ownership change