Sec Form 4 Filing - Shu Lee-Lean @ GSI TECHNOLOGY INC - 2013-06-03

Insider filing report for Changes in Beneficial Ownership
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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
Shu Lee-Lean
2. Issuer Name and Ticker or Trading Symbol
GSI TECHNOLOGY INC [ GSIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO and Chairman
(Last) (First) (Middle)
GSI TECHNOLOGY, INC., 1213 ELKO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2013
(Street)
SUNNYVALE, CA94089
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
Common Stock 06/03/2013 M 47,619 A $ 2.1 1,761,911 D
Common Stock 06/03/2013 S 47,619 ( 1 ) D $ 5.6555 ( 2 ) 1,714,292 D
Common Stock 06/03/2013 M 9,844 A $ 2.1 1,724,136 D
Common Stock 06/03/2013 S 9,844 ( 1 ) D $ 5.6555 ( 2 ) 1,714,292 D
Common Stock 06/04/2013 M 1,036 A $ 2.1 1,719,328 D
Common Stock 06/04/2013 S 1,036 ( 1 ) D $ 5.65 1,714,292 D
Common Stock 100,000 I By Spouse
Common Sto ck 400,000 I By GoodFortune GSI Inc. ( 3 )
Common Stock 6,800 I By Child
Common Stock 6,800 I By Child
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
Stock Option (right to buy) $ 2.1 06/03/2013 M 47,619 ( 4 ) 07/15/2013 Common Stock 47,619 $ 0 0 D
Stock Option (right to buy) $ 2.1 06/30/2013 M 9,844 ( 4 ) 07/15/2013 Common Stock 9,844 $ 0 37,775 D
Stock Option (right to buy) $ 2.1 06/04/2013 M 1,036 ( 4 ) 07/15/2013 Common Stock 1,036 $ 0 36,739 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shu Lee-Lean
GSI TECHNOLOGY, INC.
1213 ELKO DRIVE
SUNNYVALE, CA94089
X President, CEO and Chairman
Signatures
/s/ Douglas Schirle, as Attorney-in-Fact 06/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2013.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.65 to $5.68, inclusive. The reporting person undertakes to provide to GSI Technology, Inc., any security holder of GSI Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this form 4.
( 3 )Mr. Shu, along with his spouse, transferred these shares to his mother- and father-in-law who then transferred them to GoodFortune GSI Inc. Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 4 )Stock option was granted to reporting person on July 15, 2003 and is fully vested.

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