Sec Form 4 Filing - Criterion Capital Partners Master Fund, L.P. @ GIGAMEDIA LTD - 2009-07-17

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Criterion Capital Partners Master Fund, L.P. 2. Issuer Name and Ticker or Trading Symbol GIGAMEDIA LTD [ GIGM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) STRATHVALE HOUSE-GROUND FLOOR, NORTH CHURCH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2009 (Street) GEORGE TOWN, E900000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ordinary Shares 03/31/2009 S 571,877 D $ 5.52 7,407,137 ( 1 ) ( 2 ) I See notes ( 1 ) ( 2 ) Ordinary Shares 07/17/2009 S 900,000 D $ 5.13 6,124,716 ( 1 ) ( 2 ) I See notes ( 1 ) ( 2 ) Ordinary Shares 07/17/2009 S 350,000 D $ 5.21 5,774,716 ( 1 ) ( 2 ) I See notes ( 1 ) ( 2 ) Ordinary Shares 07/20/2009 S 378,652 D $ 5.08 5,274,716 ( 1 ) ( 2 ) I See notes ( 1 ) ( 2 ) Ordinary Shares 07/21/2009 S 377,586 D $ 4.92 4,764,716 ( 1 ) ( 2 ) I See notes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Criterion Capital Partners Master Fund, L.P. STRATHVALE HOUSE-GROUND FLOOR NORTH CHURCH STREET GEORGE TOWN, E900000 X Signatures By: Criterion Capital Management, LLC, General Partner; /s/ R. Daniel Beckham, COO 07/21/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported in Item 5 of Table 1 are the aggregate number of shares beneficially owned indirectly by Criterion Capital Management, LLC ("LLC"), the general partner of the reporting person, Criterion Capital Partners Master Fund, L.P. ("Master Fund"), and the investment adviser or general partner of other investment funds and accounts. LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The totals reported in Item 5 include shares beneficially owned directly by the Master Fund. The transaction on 3/31/09 for 571,877 shares and the transaction on 7/17/09 for 900,000 shares were transfers from the Master Fund to other accounts managed by LLC. ( 2 )The total reported in Item 5 for 3/31/09 includes 5,552,839 shares beneficially owned directly by the Master Fund. The total reported in Item 5 for 7/17/09 following the 900,000 transaction includes 4,652,839 shares beneficially owned directly by the Master Fund. The total reported in Item 5 for 7/17/09 following the 350,000 transaction includes 4,302,839 shares beneficially owned directly by the Master Fund. The total reported in Item 5 for 7/20/09 includes 3,924,187 shares beneficially owned directly by the Master Fund. The total reported in Item 5 for 7/21/09 includes 3,546,601 shares beneficially owned directly by the Master Fund.

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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