SEC FORM 4

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Betti-Berutto Andrea

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2017

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	04/04/2017		U		70,676	D	$3.08	0	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	04/04/2017		D			3,019	⁽¹⁾	⁽¹⁾	Common Stock	3,019	$3.08	0	D
RSUs	$0.00	04/04/2017		D			7,500	⁽¹⁾	⁽¹⁾	Common Stock	7,500	$3.08	0	D
RSUs	$0.00	04/04/2017		D			10,000	⁽¹⁾	⁽¹⁾	Common Stock	10,000	$3.08	0	D
RSUs	$0.00	04/04/2017		D			18,750	⁽¹⁾	⁽¹⁾	Common Stock	18,750	$3.08	0	D
RSUs	$0.00	04/04/2017		D			23,750	⁽¹⁾	⁽¹⁾	Common Stock	23,750	$3.08	0	D
RSUs	$0.00	04/04/2017		D			28,125	⁽¹⁾	⁽¹⁾	Common Stock	28,125	$3.08	0	D
RSUs	$0.00	04/04/2017		D			31,048	⁽¹⁾	⁽¹⁾	Common Stock	31,048	$3.08	0	D
Stock Options	$0.73	04/04/2017		D			68,200	⁽²⁾	⁽²⁾	Common Stock	68,200	⁽²⁾	0	D
Stock Options	$0.73	04/04/2017		D			44,412	⁽²⁾	⁽²⁾	Common Stock	44,412	⁽²⁾	0	D
Stock Options	$1.1	04/04/2017		D			238,913	⁽²⁾	⁽²⁾	Common Stock	238,913	⁽²⁾	0	D
Stock Options	$0.95	04/04/2017		D			36,025	⁽²⁾	⁽²⁾	Common Stock	36,025	⁽²⁾	0	D
Stock Options	$3.5	04/04/2017		D			38,011	⁽²⁾	⁽²⁾	Common Stock	38,011	⁽²⁾	0	D
Stock Options	$1.95	04/04/2017		D			61,500	⁽²⁾	⁽²⁾	Common Stock	61,500	⁽²⁾	0	D
Stock Options	$1.95	04/04/2017		D			37,050	⁽²⁾	⁽²⁾	Common Stock	37,050	⁽²⁾	0	D
Stock Options	$1.95	04/04/2017		D			2,950	⁽²⁾	⁽²⁾	Common Stock	2,950	⁽²⁾	0	D
Stock Options	$2.4	04/04/2017		D			72,311	⁽²⁾	⁽²⁾	Common Stock	72,311	⁽²⁾	0	D
Stock Options	$2.4	04/04/2017		D			37,555	⁽²⁾	⁽²⁾	Common Stock	37,555	⁽²⁾	0	D
Stock Options	$2.4	04/04/2017		D			20,725	⁽²⁾	⁽²⁾	Common Stock	20,725	⁽²⁾	0	D
Stock Options	$2.4	04/04/2017		D			8,963	⁽²⁾	⁽²⁾	Common Stock	8,963	⁽²⁾	0	D
Stock Options	$2.5	04/04/2017		D			125,623	⁽²⁾	⁽²⁾	Common Stock	125,623	⁽²⁾	0	D
Stock Options	$2.5	04/04/2017		D			15,664	⁽²⁾	⁽²⁾	Common Stock	15,664	⁽²⁾	0	D
Stock Options	$2.65	04/04/2017		D			76,748	⁽²⁾	⁽²⁾	Common Stock	76,748	⁽²⁾	0	D
Stock Options	$2.65	04/04/2017		D			10,965	⁽²⁾	⁽²⁾	Common Stock	10,965	⁽²⁾	0	D
Stock Options	$2.7	04/04/2017		D			168,141	⁽²⁾	⁽²⁾	Common Stock	168,141	⁽²⁾	0	D
Stock Options	$2.7	04/04/2017		D			33,422	⁽²⁾	⁽²⁾	Common Stock	33,422	⁽²⁾	0	D

Explanation of Responses:

1. As disclosed in the Schedule 14D-9 filed by the Issuer, pursuant to the Merger Agreement, each GigPeak RSU that is outstanding and is not an Assumed RSU (including GigPeak RSUs for which the vesting is solely accelerated due to the consummation of the transactions contemplated by the Merger Agreement pursuant to a contract in effect as of the date of the Merger Agreement) shall vest in full to the extent unvested and be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak RSU immediately prior to the Effective Time and (b) the Offer Price. No GigPeak RSUs held by GigPeak directors or executive officers will be Assumed RSUs.

2. Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, (i) each GigPeak Option with an exercise price that is less than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak Option immediately prior to the Effective Time and (b) the excess of the Offer Price over the exercise price per share of such GigPeak Option; and (ii) each GigPeak Option with an exercise price equal to or greater than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time in exchange for no consideration.

Remarks:

	/s/ Andrea Betti-Berutto	04/04/2017
	** 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).
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