UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
GSI Technology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
36241U106
(CUSIP Number)
ERIC SINGER
VERTEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
June 4, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Vertex Opportunities Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
700,000
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Vertex GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
700,000
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9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
700,000
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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14
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Vertex Special Opportunities Fund IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,653,557
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9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
1,653,557
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,557
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON
OO
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4
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Vertex Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
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|
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8
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SHARED VOTING POWER
2,353,557
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9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
2,353,557
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,353,557
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING PERSON
IA
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5
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Eric Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
|
8
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SHARED VOTING POWER
2,353,557
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9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
2,353,557
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,353,557
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING PERSON
IN
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6
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Stephen L. Domenik
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
|
8
|
SHARED VOTING POWER
-0-
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||
|
9
|
SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
-0-
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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7
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Kelvin Khoo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
|
8
|
SHARED VOTING POWER
-0-
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||
|
9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
-0-
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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8
CUSIP NO. 36241U106
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1
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NAME OF REPORTING PERSON
Nicholas Mitsakos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
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8
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SHARED VOTING POWER
-0-
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||
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9
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SOLE DISPOSITIVE POWER
-0-
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||
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10
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SHARED DISPOSITIVE POWER
-0-
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
IN
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9
CUSIP NO. 36241U106
The following constitutes Amendment No. 3 to Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On June 4, 2015, GigOptix, Inc. (“GigOptix”) issued a press release announcing that it had sent a letter to the board of directors of the Issuer (the “Board”), renewing its proposal to acquire all of the outstanding common stock of the Issuer for an aggregate consideration equal to $6.50 per share. In its letter, GigOptix claims the Issuer has refused to engage in direct dialogue regarding a possible combination between the two companies since it submitted its original proposal to acquire the Issuer in August 2014.
The Reporting Persons believe that GigOptix’s offer is an attractive, credible offer that should be fully evaluated by the Board, particularly in light of GigOptix’s strong operating performance and revenue growth, in contrast to the Issuer. The Reporting Persons have serious concerns that the Board has failed to date to engage with GigOptix to consider a strategic transaction that could provide a compelling return to stockholders. The Reporting Persons call upon the Board to discharge their fiduciary duties and immediate undertake a strategic review process to explore all strategic alternatives, including a possible transaction with GigOptix, because the Reporting Persons do not believe that the Issuer should remain an independent company. The Issuer is currently the smallest player in an industry that has undergone significant consolidation to drive scale and efficiency. Rather than capitalize on this industry consolidation, the Issuer has pursued a growth strategy that in the Reporting Persons’ view has failed to maximize value for stockholders.
For example, the Issuer’s stock price has generally underperformed its direct competitor, Integrated Silicon Solution, Inc. (Nasdaq:ISSI), as well as the PHLX Semiconductor (^SOX) and Russell 2000 (^RUT) indices over the past one-, three- and five- year periods ending one business day prior to the Reporting Persons’ initial Schedule 13D filing.
10
CUSIP NO. 36241U106
11
CUSIP NO. 36241U106
In addition, over the past five fiscal years, the Issuer’s revenues have declined approximately 45%, from $97.8 million in 2011 to $53.5 million in fiscal 2015.
The Reporting Persons strongly believe that the Issuer should avoid using stockholder resources to make acquisitions to gain scale. Given the Issuer’s prolonged underperformance, the Reporting Persons believe that a sale of the Issuer is the best means to maximize stockholder value.
12
CUSIP NO. 36241U106
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 4, 2015
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Vertex Opportunities Fund, LP
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By:
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Vertex GP, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex GP, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex Special Opportunities Fund IV, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex Capital Advisors, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer
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ERIC SINGER, Individually and as Attorney-in-Fact for Stephen L. Domenik, Kelvin Khoo and Nicholas Mitsakos
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13