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 GIGA TRONICS INC [ GIGA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock(1) | 12/31/2018 | J(1) | 1,010,034 | D | (1) | 0 | D |
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 | ||||||||
Series B Convertible Voting Perpetual Preferred Stock(1) | (2) | 12/31/2018 | J(1) | 9,997 | (2) | (2) | Common Stock | 999,700 | $0 | 0 | D | ||||
Series C Convertible Voting Perpetual Preferred Stock(1) | (2) | 12/31/2018 | J(1) | 3,424.65 | (2) | (2) | Common Stock | 342,465 | $0 | 0 | D | ||||
Series D Convertible Voting Perpetual Preferred Stock(1) | (2) | 12/31/2018 | J(1) | 5,111.86 | (2) | (2) | Common Stock | 511,186 | $0 | 0 | D | ||||
Warrant (Right to Buy Common Stock)(1) | $1.78 | 12/31/2018 | J(1) | 898,634 | (3) | 02/16/2020 | Common Stock | 898,634 | $0 | 0 | D | ||||
Warrant (Right to Buy Common Stock)(1) | $1.76 | 12/31/2018 | J(1) | 194,437 | (3) | 02/23/2020 | Common Stock | 194,437 | $0 | 0 | D |
Explanation of Responses: |
1. The Reporting Person is filing this Form 4 to report the disposition of shares of common stock, convertible preferred stock and warrants of the Issuer (collectively, the "Issuer Securities") following the in-kind distribution, without consideration, of such Issuer Securities by the Reporting Person to its investors in connection with the wind up and dissolution of the Reporting Person (the "In-Kind Distribution"). As a result of the In-Kind Distribution, the Reporting Person no longer beneficially owns any common stock or any other securities of the Issuer. This Form 4 is an 'exit filing' for the Reporting Person. |
2. Each of the Series B Convertible Voting Perpetual Preferred Stock, the Series C Convertible Voting Perpetual Preferred Stock and the Series D Convertible Voting Perpetual Preferred Stock is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. Each such stock has no expiration date. |
3. Such Warrants are immediately exercisable. |
Alara Capital AVI II, LLC /s/ Darren C. Wallis, Managing Member | 12/31/2018 | |
** 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. |