SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lin Frank Hurst

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GigaCloud Technology Inc [ GCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares, par value $0.05 per share	05/16/2024		S		39,716⁽¹⁾	D	$36.2003⁽²⁾	5,395,349⁽³⁾	I	By DCM IV, L.P., DCM Affiliates Fund IV, L.P., DCM IX, L.P. and DCM Affiliates Fund IX, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Ordinary Shares, par value $0.05 per share	05/16/2024		S		418⁽¹⁾	D	$37.0221	5,394,931⁽³⁾	I	By DCM IV, L.P., DCM Affiliates Fund IV, L.P., DCM IX, L.P. and DCM Affiliates Fund IX, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Ordinary Shares, par value $0.05 per share	05/17/2024		S		141,164⁽⁸⁾	D	$37.3297⁽⁹⁾	5,253,767⁽³⁾	I	By DCM IV, L.P., DCM Affiliates Fund IV, L.P., DCM IX, L.P. and DCM Affiliates Fund IX, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Ordinary Shares, par value $0.05 per share	05/17/2024		S		8,700⁽⁸⁾	D	$38.0687⁽¹⁰⁾	5,245,067⁽³⁾	I	By DCM IV, L.P., DCM Affiliates Fund IV, L.P., DCM IX, L.P. and DCM Affiliates Fund IX, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Lin Frank Hurst

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bonner Matthew C.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM IV L P

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM Affiliates Fund IV L P

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM Investment Management IV, L.P.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM International IV, Ltd

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM IX, L.P.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM Affiliates Fund IX, L.P.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM Investment Management IX, L.P.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DCM International IX, Ltd.

(Last)

(First)

(Middle)

C/O DCM

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. An aggregate of 39,139 class A ordinary shares was sold by DCM IV, L.P ("DCM IV") and an aggregate of 995 class A ordinary shares was sold by DCM Affiliates Fund IV, L.P. ("Affiliates IV") on May 16, 2024.

2. Represents the weighted average sale price. The lowest price at which shares were sold was $36.00 and the highest price at which shares were sold was $37.09.

3. Includes class A ordinary shares directly held by each of DCM IV, Affiliates IV, DCM IX, L.P. ("DCM IX") and DCM Affiliates Fund IX, L.P. ("Affiliates IX").

4. DCM Investment Management IV, L.P. ("DGP IV") is the general partner of each of DCM IV and Affiliates IV. DCM International IV, Ltd. ("UGP IV") is the general partner of DGP IV. DGP IV and UGP IV may each be deemed to have sole voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM IV and Affiliates IV.

5. DCM Investment Management IX, L.P. ("DGP IX") is the general partner of each of DCM IX and Affiliates IX. DCM International IX, Ltd. ("UGP IX") is the general partner of DGP IX. DGP IX and UGP IX may each be deemed to have sole voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM IX and Affiliates IX.

6. DGP IV, UGP IV, DGP IX, UGP IX, Lin and Bonner each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. Frank Hurst Lin ("Lin") and Matthew C. Bonner ("Bonner") are the directors of UGP IV and UGP IX and may each be deemed to have share voting and investment power with DGP IV, UGP IV and DGP IX and UGP IX over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM IV, Affiliates IV, DCM IX and Affiliates IX.

8. An aggregate of 146,147 class A ordinary shares was sold by DCM IV, L.P ("DCM IV") and an aggregate of 3,717 class A ordinary shares was sold by DCM Affiliates Fund IV, L.P. ("Affiliates IV") on May 17, 2024.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $37.00 and the highest price at which shares were sold was $37.99.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $38.00 and the highest price at which shares were sold was $38.15.

Remarks:

1. Lin serves on the board of directors of the Issuer. 2. Matthew C. Bonner signs as attorney-in-fact for each of Lin, DCM IV, Affiliates IV, DGP IV, UGP IV, DCM IX, Affiliates IX, DGP IX and UGP IX pursuant to a Power of Attorney which was included in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 29, 2023.

	/s/ Matthew C. Bonner, attorney-in-fact for Frank Hurst Lin	05/20/2024
	/s/ Matthew C. Bonner	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM IV, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM Affiliates Fund IV, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM Investment Management IV, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM International IV, Ltd.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM IX, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM Affiliates Fund IX, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM Investment Management IX, L.P.	05/20/2024
	/s/ Matthew C. Bonner, attorney-in-fact for DCM International IX, Ltd.	05/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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