SEC Form 3 · accession 0001144204-19-001267
GIGA TRONICS INC · GIGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SMC Reserve Fund II Offshore LP
10% Owner
John Steffens
10% Owner
SMC Select Co-Investment Fund I LP
10% Owner
SMC Select Co-Investment I GP, LLC
10% Owner
Spring Mountain Capital, LLC
10% Owner
Gregory P. Ho
10% Owner
Spring Mountain Capital G.P., LLC
10% Owner
SMC Private Equity Holdings, LP
10% Owner
SMC Private Equity Holdings GP, LLC
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Jan 9, 2019 · 8:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000719274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 940,734 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Voting Perpetual Preferred StockF2,F3 | — | holding | — | — | — | — | — | Common Stock | 918,069 | — | D |
| Series C Convertible Voting Perpetual Preferred StockF4,F5 | — | holding | — | — | — | — | — | Common Stock | 342,467 | — | D |
| Series D Convertible Voting Perpetual Preferred StockF6,F7 | — | holding | — | — | — | — | — | Common Stock | 511,186 | — | D |
| Warrant (Right to Buy Common Stock)F8 | $1.78 | holding | — | — | — | — | Feb 16, 2020 | Common Stock | 823,097 | — | D |
| Warrant (Right to Buy Common Stock)F9 | $1.76 | holding | — | — | — | — | Feb 23, 2020 | Common Stock | 194,437 | — | D |
Explanation of responses
- F1Represents 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.
- F2The 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.
- F3Represents 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.
- F4The 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.
- F5Represents 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.
- F6The 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.
- F7Represents 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.
- F8Represents 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.
- F9Represents 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