Sec Form 4 Filing - Katz Avi S @ GigPeak, Inc. - 2016-07-19

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 Katz Avi S 2. Issuer Name and Ticker or Trading Symbol GigPeak, Inc. [ GIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O GIGPEAK, INC., 130 BAYTECH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2016 (Street) SAN JOSE, CA95134 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

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 Restricted Stock Units (RSUs) ( 1 ) ( 2 ) 07/19/2016 D( 3 ) 60,106 ( 3 ) ( 4 ) ( 4 ) Common Stock 60,106 $ 0 404,317 D Restricted Stock Units (RSUs) ( 1 ) ( 2 ) 07/19/2016 D( 5 ) 401,250 ( 5 ) ( 6 ) ( 6 ) Common Stock 401,250 $ 0 0 D Restricted Stock Units (RSUs) ( 7 ) ( 2 ) 07/19/2016 A 401,250 ( 8 ) ( 8 ) Common Stock 401,250 $ 0 401,250 D Restricted Stock Units (RSUs) ( 7 ) ( 2 ) 07/19/2016 A 39,121 ( 9 ) ( 9 ) Common Stock 39,121 $ 0 39,121 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katz Avi S C/O GIGPEAK, INC. 130 BAYTECH DRIVE SAN JOSE, CA95134 X President and CEO Signatures /s/ Dr. Avi S. Katz 07/20/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("RSUs") were originally issued pursuant to the terms of the GigPeak 2008 Equity Incentive Plan and a Restricted Stock Unit Notice of Grant and Agreement. ( 2 )Each RSU represents a contingent right to receive one share of GigPeak common stock. ( 3 )Rescission of 60,106 RSUs which are a portion of the unvested RSUs granted in the Long Term March Award (as defined in the Company's Current Report on Form 8-K as filed with the SEC on July 20, 2016) granted on March 26, 2015. ( 4 )The RSUs were scheduled to vest as follows: 25% vested on May 1, 2016. The remaining 75% were scheduled to vest in twelve quarterly installments thereafter, beginning on August 1, 2016 and ending on May 1, 2019. ( 5 )Rescission of 401,250 RSUs which are the unvested remainder of the November Award (as defined in the Company's Current Report on Form 8-K as filed with the SEC on July 20, 2016) granted on November 23, 2015. ( 6 )The RSUs were scheduled to vest in eight quarterly installments beginning on February 1, 2016 and ending on November 1, 2017. ( 7 )The RSUs were issued pursuant to the terms of the GigPeak 2008 Equity Incentive Plan and a Restricted Stock Unit Notice of Grant and Agreement. The Company will withhold shares of stock subject to the restricted stock units at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with such vesting. ( 8 )The RSUs vest in six quarterly installments, beginning on August 1, 2016 and ending on November 1, 2017. ( 9 )The RSUs vest in twelve quarterly installments, beginning on August 1, 2016 and ending on May 1, 2019.

Remarks: Please see the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 20, 2016, for additional disclosure regarding the transactions reported in this Form 4.

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).

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