SEC Form 4 · accession 0001209191-17-024810
GigPeak, Inc. · GIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darren Ma
Officer — Vice President and CFO
Period of report
Apr 4, 2017
Accepted (ET)
Apr 4, 2017 · 4:34 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 | 70,956 | $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 | 5,625 | D | — | — | Common Stock | 5,625 | 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 | 27,598 | D | — | — | Common Stock | 27,598 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
| RSUsF1 | $0.00 | Apr 4, 2017 | D | 109,375 | D | — | — | Common Stock | 109,375 | 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.