Sec Form 4 Filing - LAZZARA JOSEPH J @ GigPeak, Inc. - 2017-04-04

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 LAZZARA JOSEPH J 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GIGPEAK, INC., 130 BAYTECH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2017 (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 Common Stock 04/04/2017 U 6,402 D $ 3.08 0 D Common Stock 04/04/2017 U 165,920 D $ 3.08 0 I By the Joseph and Nancy Lazzara Family Trust

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) $ 0 04/04/2017 D 1,307 ( 1 ) ( 1 ) Common Stock 1,307 $ 3.08 0 D RSUs $ 0 04/04/2017 D 3,125 ( 1 ) ( 1 ) Common Stock 3,125 $ 3.08 0 D RSUs $ 0 04/04/2017 D 3,750 ( 1 ) ( 1 ) Common Stock 3,750 $ 3.08 0 D RSUs $ 0 04/04/2017 D 6,480 ( 1 ) ( 1 ) Common Stock 6,480 $ 3.08 0 D RSUs $ 0 04/04/2017 D 7,500 ( 1 ) ( 1 ) Common Stock 7,500 $ 3.08 0 D RSUs $ 0 04/04/2017 D 55,800 ( 1 ) ( 1 ) Common Stock 55,800 $ 3.08 0 D Stock Options $ 2.65 04/04/2017 D 40,000 ( 2 ) ( 2 ) Common Stock 40,000 ( 2 ) 0 D Stock Options $ 2.7 04/04/2017 D 25,000 ( 2 ) ( 2 ) Common Stock 25,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAZZARA JOSEPH J C/O GIGPEAK, INC. 130 BAYTECH DRIVE SAN JOSE, CA95134 X Signatures /s/ Joseph Lazzara 04/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As disclosed in the Schedule 14D-9 filed by the Issuer, pursuant to the Merger Agreement, each GigPeak RSU that is outstanding and is not an Assumed RSU (including GigPeak RSUs for which the vesting is solely accelerated due to the consummation of the transactions contemplated by the Merger Agreement pursuant to a contract in effect as of the date of the Merger Agreement) shall vest in full to the extent unvested and be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak RSU immediately prior to the Effective Time and (b) the Offer Price. No GigPeak RSUs held by GigPeak directors or executive officers will be Assumed RSUs. ( 2 )Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, (i) each GigPeak Option with an exercise price that is less than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Shares subject to such GigPeak Option immediately prior to the Effective Time and (b) the excess of the Offer Price over the exercise price per share of such GigPeak Option; and (ii) each GigPeak Option with an exercise price equal to or greater than the Offer Price that is outstanding immediately prior to the Effective Time will be cancelled immediately prior to the Effective Time in exchange for no consideration.

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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