Giga-tronics (GIGA) Form 3 GIGA TRONICS / John Steffens ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Spring Mountain Capital, LLC

(Last) (First) (Middle)

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2018

3. Issuer Name and Ticker or Trading Symbol
GIGA TRONICS INC [ GIGA ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	940,734(1)	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Voting Perpetual Preferred Stock	(2)	(2)	Common Stock	918,069(3)	(2)	D
Series C Convertible Voting Perpetual Preferred Stock	(4)	(4)	Common Stock	342,467(5)	(4)	D
Series D Convertible Voting Perpetual Preferred Stock	(6)	(6)	Common Stock	511,186(7)	(6)	D
Warrant (Right to Buy Common Stock)	(8)	02/16/2020	Common Stock	823,097(8)	1.78	D
Warrant (Right to Buy Common Stock)	(9)	02/23/2020	Common Stock	194,437(9)	1.76	D

1. Name and Address of Reporting Person^*

Spring Mountain Capital, LLC

(Last) (First) (Middle)

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spring Mountain Capital G.P., LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Reserve Fund II Offshore LP

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Private Equity Holdings GP, LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Private Equity Holdings, LP

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Select Co-Investment I GP, LLC

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMC Select Co-Investment Fund I LP

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Steffens John

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ho Gregory P.

(Last) (First) (Middle)

C/O SPRING MOUNTAIN CAPITAL

650 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock of Issuer owned directly by the Reporting Persons as follows: 499,576 owned by SMC Co-Investment LP and 441,158 owned by SMC PE LP.

2. The Series B Convertible Voting Perpetual Preferred Stock (the "Series B Preferred Stock") is convertible at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.

3. Represents shares of common stock of Issuer issuable upon the conversion of shares of Series B Preferred Stock owned directly by the Reporting Persons as follows: 688,552 owned by SMC Co-Investment LP, 57,379 owned by SMC Offshore and 172,138 owned by Steffens.

4. The Series C Convertible Voting Perpetual Preferred Stock (the "Series C Preferred Stock") is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.

5. Represents shares of common stock of Issuer issuable upon the conversion of Series C Preferred Stock owned directly by the Reporting Persons as follows: 147,620 owned by SMC Co-Investment LP, 48,712 owned by SMC Offshore and 146,135 owned by Steffens.

6. The Series D Convertible Voting Perpetual Preferred Stock (the "Series D Preferred Stock") is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.

7. Represents shares of common stock of Issuer issuable upon the conversion of Series D Preferred Stock, owned directly by the Reporting Persons as follows: 70,028 owned by SMC Co-Investment LP and 441,158 owned by SMC PE LP.

8. Represents shares of common stock of Issuer issuable upon the exercise of Warrants directly owned by the Reporting Persons as follows: 342,235 by SMC Co-Investment LP and 480,862 by SMC PE LP. Such Warrants are immediately exercisable.

9. Represents shares of common stock of Issuer issuable upon the exercise of Warrants directly owned by the Reporting Persons as follows: 194,437 by SMC Co-Investment LP. Such Warrants are immediately exercisable.

Remarks:

Exhibit 99.1 - joint filer information

	SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member	01/09/2019
	SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member	01/09/2019
	SMC RESERVE FUND II OFFSHORE, LP By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member	01/09/2019
	SMC PRIVATE EQUITY HOLDINGS G.P., LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	01/09/2019
	SMC PRIVATE EQUITY HOLDINGS, LP By: SMC Private Equity Holdings G.P., LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	01/09/2019
	SMC SELECT CO-INVESTMENT FUND I, LP By: SMC Select Co-Investment I GP, LLC, General Partner By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	01/09/2019
	SMC SELECT CO-INVESTMENT I GP, LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member	01/09/2019
	/s/ John L. Steffens	01/09/2019
	/s/ Gregory P. Ho	01/09/2019
	** Signature of Reporting Person	Date
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