GCT Semiconductor Holding (GCTS) Form 4 Concord Acquisition Corp III / John Schlaefer 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^*

Schlaefer John

(Last) (First) (Middle)

C/O GCT SEMICONDUCTOR HOLDING, INC.

2290 NORTH 1ST STREET, SUITE 201

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Concord Acquisition Corp III [ GCTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO & Class III Dir

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2024

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, par value $0.0001 per share	03/26/2024		A(1)		78,700	A	$0	78,700	D
Common Stock, par value $0.0001 per share	03/26/2024		A(2)		12,804	A	$0	12,804	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
Stock Option (Right to Buy)	$0.11	03/26/2024		A(3)		35,669		(4)	01/01/2025	Common Stock	35,669	$0	35,669	D
Stock Option (Right to Buy)	$0.11	03/26/2024		A(3)		28,191		(5)	01/01/2028	Common Stock	28,191	$0	28,191	D
Stock Option (Right to Buy)	$0.11	03/26/2024		A(3)		21,533		(6)	01/01/2029	Common Stock	21,533	$0	21,533	D
Stock Option (Right to Buy)	$0.11	03/26/2024		A(3)		50,425		(7)	01/01/2030	Common Stock	50,425	$0	50,425	D

Explanation of Responses:

1. Pursuant to the Business Combination Agreement, dated as of November 2, 2023 (the "Business Combination Agreement"), by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. ("GCT"), at the Effective Time (as defined in the Business Combination Agreement), each share of GCT common stock was automatically converted for the right to receive common stock of the Issuer in the manner set forth in the Business Combination Agreement.

2. Represents the Issuer's common stock subject to restricted stock units (RSUs). Pursuant to the Business Combination Agreement, at the Effective Time (as defined in the Business Combination Agreement), each award of restricted stock units relating to a share of GCT common stock granted under GCT's existing equity plans was automatically converted into an award of restricted stock units covering the number of shares of the common stock of the Issuer in the manner set forth in the Business Combination Agreement. The shares subject to RSUs reported herein will vest in equal annual installments over a four (4) year period measured from December 11, 2023.

3. Pursuant to the Business Combination Agreement, at the Effective Time, each outstanding option to purchase shares of GCT common stock was assumed and converted into an option to purchase shares of common stock of the Issuer with the same terms and conditions as were applicable to such option immediately prior to the Effective Time, subject to the applicable exchange ratio.

4. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2015 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2016.

5. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2018 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2019.

6. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2019 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2020.

7. The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2021.

	/s/ Edmond Cheng, attorney-in-fact	03/27/2024
	** Signature of Reporting Person	Date
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