0001209191-17-024784.txt : 20170404 0001209191-17-024784.hdr.sgml : 20170404 20170404163129 ACCESSION NUMBER: 0001209191-17-024784 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170404 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GigPeak, Inc. CENTRAL INDEX KEY: 0001432150 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 262439072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 522-3100 MAIL ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: GigOptix, Inc. DATE OF NAME CHANGE: 20080411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schneider Frank CENTRAL INDEX KEY: 0001349657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35520 FILM NUMBER: 17738694 MAIL ADDRESS: STREET 1: C/O MKS INSTRUMENTS, INC. STREET 2: 90 INDUSTRIAL WAY CITY: WILMINGTON STATE: MA ZIP: 01887 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-04 1 0001432150 GigPeak, Inc. GIG 0001349657 Schneider Frank C/O GIGPEAK, INC. 130 BAYTECH DRIVE, SAN JOSE, CA SAN JOSE CA 95134 1 0 0 0 Common Stock 2017-04-04 4 U 0 27354 3.08 D 0 D Common Stock 2017-04-04 4 U 0 168265 3.08 D 0 I By the Schneider Family Trust Restricted Stock Units (RSUs) 0.00 2017-04-04 4 D 0 1579 3.08 D Common Stock 1579 0 D RSUs 0.00 2017-04-04 4 D 0 3125 3.08 D Common Stock 3125 0 D RSUs 0.00 2017-04-04 4 D 0 3750 3.08 D Common Stock 3750 0 D RSUs 0.00 2017-04-04 4 D 0 6480 3.08 D Common Stock 6480 0 D RSUs 0.00 2017-04-04 4 D 0 7500 3.08 D Common Stock 7500 0 D RSUs 0.00 2017-04-04 4 D 0 55800 3.08 D Common Stock 55800 0 D Stock Options 3.25 2017-04-04 4 D 0 40000 D Common Stock 40000 0 D Stock Options 2.40 2017-04-04 4 D 0 16667 D Common Stock 16667 0 D Stock Options 2.40 2017-04-04 4 D 0 8333 D Common Stock 8333 0 D Stock Options 2.50 2017-04-04 4 D 0 60000 D Common Stock 60000 0 D Stock Options 2.65 2017-04-04 4 D 0 12500 D Common Stock 12500 0 D Stock Options 2.70 2017-04-04 4 D 0 30000 D Common Stock 30000 0 D As 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. Pursuant 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. /s/ Frank W. Schneider 2017-04-04