0001144204-19-001267.txt : 20190109 0001144204-19-001267.hdr.sgml : 20190109 20190109203457 ACCESSION NUMBER: 0001144204-19-001267 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190109 DATE AS OF CHANGE: 20190109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spring Mountain Capital, LLC CENTRAL INDEX KEY: 0001549455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519112 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spring Mountain Capital G.P., LLC CENTRAL INDEX KEY: 0001549593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519113 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Reserve Fund II Offshore LP CENTRAL INDEX KEY: 0001364925 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519114 BUSINESS ADDRESS: STREET 1: 27 Hospital Rd CITY: George Town Grand Cayman STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-949-5884 MAIL ADDRESS: STREET 1: 27 Hospital Rd CITY: George Town Grand Cayman STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Private Equity Holdings GP, LLC CENTRAL INDEX KEY: 0001763297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519115 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122928300 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Private Equity Holdings, LP CENTRAL INDEX KEY: 0001581493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519116 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Select Co-Investment I GP, LLC CENTRAL INDEX KEY: 0001549445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519117 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMC Select Co-Investment Fund I LP CENTRAL INDEX KEY: 0001414754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519118 BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: New York STATE: NY ZIP: 10022 BUSINESS PHONE: 212-292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: New York STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steffens John CENTRAL INDEX KEY: 0001373619 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519119 MAIL ADDRESS: STREET 1: C/O COLONY NORTHSTAR, INC. STREET 2: 515 S. FLOWER ST., 44TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ho Gregory P. CENTRAL INDEX KEY: 0001549584 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 19519120 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0330 BUSINESS ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9253294650 MAIL ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 3 1 tv510842_form3.xml FORM 3 X0206 3 2018-12-31 0 0000719274 GIGA TRONICS INC GIGA 0001549455 Spring Mountain Capital, LLC 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001549593 Spring Mountain Capital G.P., LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001364925 SMC Reserve Fund II Offshore LP C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001763297 SMC Private Equity Holdings GP, LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001581493 SMC Private Equity Holdings, LP C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001549445 SMC Select Co-Investment I GP, LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001414754 SMC Select Co-Investment Fund I LP C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001373619 Steffens John C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001549584 Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 940734 D Series B Convertible Voting Perpetual Preferred Stock Common Stock 918069 D Series C Convertible Voting Perpetual Preferred Stock Common Stock 342467 D Series D Convertible Voting Perpetual Preferred Stock Common Stock 511186 D Warrant (Right to Buy Common Stock) 1.78 2020-02-16 Common Stock 823097 D Warrant (Right to Buy Common Stock) 1.76 2020-02-23 Common Stock 194437 D Represents 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. The 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. Represents 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. The 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. Represents 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. The 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. Represents 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. Represents 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. Represents 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. Exhibit 99.1 - joint filer information SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member 2019-01-09 SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member 2019-01-09 SMC RESERVE FUND II OFFSHORE, LP By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member 2019-01-09 SMC PRIVATE EQUITY HOLDINGS G.P., LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 2019-01-09 SMC PRIVATE EQUITY HOLDINGS, LP By: SMC Private Equity Holdings G.P., LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 2019-01-09 SMC SELECT CO-INVESTMENT FUND I, LP By: SMC Select Co-Investment I GP, LLC, General Partner By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 2019-01-09 SMC SELECT CO-INVESTMENT I GP, LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 2019-01-09 /s/ John L. Steffens 2019-01-09 /s/ Gregory P. Ho 2019-01-09 EX-99.1 2 tv510842_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the acquisition of shares of common stock, preferred stock and/or warrants of the Issuer (collectively, the "Issuer Securities") pursuant to the in-kind distribution, without consideration, of such Issuer Securities by Alara Capital AVI II, LLC (the "In-Kind Distribution"). This Form 3 is filed by: (i) SMC Select Co-Investment Fund I, LP, a Delaware limited partnership ("SMC Co-Investment LP"), SMC Reserve Fund II Offshore, LP, a Cayman Islands limited partnership ("SMC Offshore"), SMC Private Equity Holdings, LP, a Delaware limited partnership ("SMC PE LP", together with SMC Co-Investment LP and SMC Offshore, the "SMC Funds") and Mr. John L. Steffens ("Steffens"), each a direct owner of Issuer Securities following the In-Kind Distribution; (ii) SMC Select Co-Investment I GP, LLC ("SMC Co-Investment GP"), a Delaware limited liability company and the general partner of SMC Co-Investment LP; (iii) Spring Mountain Capital, G.P., LLC, a Delaware limited liability company ("SMC GP") and the general partner of SMC Offshore and managing member of SMC Co-Investment GP and SMC Private Equity Holdings G.P., LLC, a Delaware limited liability company ("SMC PE GP") and the general partner of SMC PE LP; (iv) SMC PE GP; (v) Spring Mountain Capital, LLC, a Delaware limited liability company ("SMC LLC") and the general partner of Spring Mountain Capital LP, a Delaware limited partnership and the registered investment advisor to the SMC Funds but which itself is not a reporting person hereunder; and (vi) Mr. Gregory P. Ho ("Ho"). Steffens and Ho are the managing members of SMC GP and SMC LLC. Because of the relationship between the SMC Funds and the other Reporting Persons, such other Reporting Persons may be deemed to indirectly beneficially own the Issuer Securities reported herein. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Issuer Securities in excess of their respective pecuniary interests therein. Each of the Reporting Persons disclaims beneficial ownership with respect to any Issuer Securities except to the extent of his or its pecuniary interest therein.