SEC Form 4 · accession 0001209191-17-024797
GigPeak, Inc. · GIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Mikulsky
Director
Period of report
Apr 4, 2017
Accepted (ET)
Apr 4, 2017 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001432150
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 4, 2017 | U | 175,456 | $3.08 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSUs)F1 | $0.00 | Apr 4, 2017 | D | 1,307 | D | — | — | Common Stock | 1,307 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 3,125 | D | — | — | Common Stock | 3,125 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 3,750 | D | — | — | Common Stock | 3,750 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 6,480 | D | — | — | Common Stock | 6,480 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 7,500 | D | — | — | Common Stock | 7,500 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 57,800 | D | — | — | Common Stock | 57,800 | 0 | D |
| Stock OptionsF2 | $2.65 | Apr 4, 2017 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
| Stock OptionsF2 | $2.70 | Apr 4, 2017 | D | 25,000 | D | — | — | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1As 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.
- F2Pursuant 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.