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