SEC Form 4 · accession 0001209191-17-024820

GigPeak, Inc. · GIG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Raluca Dinu

Officer — Chief Operating Officer

Period of report

Apr 4, 2017

Accepted (ET)

Apr 4, 2017 · 4:36 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	124,557	$3.08	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units (RSUs)^F1	$0.00	Apr 4, 2017	D	12,500	D	—	—	Common Stock	12,500	D
RSUs^F1	$0.00	Apr 4, 2017	D	37,500	D	—	—	Common Stock	37,500	D
RSUs^F1	$0.00	Apr 4, 2017	D	46,875	D	—	—	Common Stock	46,875	D
RSUs^F1	$0.00	Apr 4, 2017	D	95,000	D	—	—	Common Stock	95,000	D
RSUs^F1	$0.00	Apr 4, 2017	D	112,500	D	—	—	Common Stock	112,500	D
RSUs^F1	$0.00	Apr 4, 2017	D	116,093	D	—	—	Common Stock	116,093	D
RSUs^F1	$0.00	Apr 4, 2017	D	121,693	D	—	—	Common Stock	121,693	D
Stock Options^F2	$34.24	Apr 4, 2017	D	6,093	D	—	—	Common Stock	6,093	D
Stock Options^F2	$34.24	Apr 4, 2017	D	1,406	D	—	—	Common Stock	1,406	D
Stock Options^F2	$18.16	Apr 4, 2017	D	5,060	D	—	—	Common Stock	5,060	D
Stock Options^F2	$18.16	Apr 4, 2017	D	4,315	D	—	—	Common Stock	4,315	D
Stock Options^F2	$1.10	Apr 4, 2017	D	39,733	D	—	—	Common Stock	39,733	D
Stock Options^F2	$0.95	Apr 4, 2017	D	6,598	D	—	—	Common Stock	6,598	D
Stock Options^F2	$3.50	Apr 4, 2017	D	6,962	D	—	—	Common Stock	6,962	D
Stock Options^F2	$1.95	Apr 4, 2017	D	45,000	D	—	—	Common Stock	45,000	D
Stock Options^F2	$1.95	Apr 4, 2017	D	24,000	D	—	—	Common Stock	24,000	D
Stock Options^F2	$2.40	Apr 4, 2017	D	22,829	D	—	—	Common Stock	22,829	D
Stock Options^F2	$2.40	Apr 4, 2017	D	8,779	D	—	—	Common Stock	8,779	D
Stock Options^F2	$2.40	Apr 4, 2017	D	5,228	D	—	—	Common Stock	5,228	D
Stock Options^F2	$2.40	Apr 4, 2017	D	5,184	D	—	—	Common Stock	5,184	D
Stock Options^F2	$2.50	Apr 4, 2017	D	27,861	D	—	—	Common Stock	27,861	D
Stock Options^F2	$2.50	Apr 4, 2017	D	23,574	D	—	—	Common Stock	23,574	D
Stock Options^F2	$2.65	Apr 4, 2017	D	16,404	D	—	—	Common Stock	16,404	D
Stock Options^F2	$2.65	Apr 4, 2017	D	10,896	D	—	—	Common Stock	10,896	D
Stock Options^F2	$2.70	Apr 4, 2017	D	63,460	D	—	—	Common Stock	63,460	D
Stock Options^F2	$2.70	Apr 4, 2017	D	41,621	D	—	—	Common Stock	41,621	D
Stock Options^F2	$0.86	Apr 4, 2017	D	23,720	D	—	—	Common Stock	23,720	D
Stock Options^F2	$0.86	Apr 4, 2017	D	15,550	D	—	—	Common Stock	15,550	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.