Sec Form 4 Filing - WAN XIN @ GigaCloud Technology Inc - 2024-04-10

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
WAN XIN
2. Issuer Name and Ticker or Trading Symbol
GigaCloud Technology Inc [ GCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O GIGACLOUD TECHNOLOGY INC, 4388 SHIRLEY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/10/2024
(Street)
EL MONTE, CA91731
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Ordinary Shares, par value $0.05 per share 04/10/2024 A 10,000 A $ 0 ( 1 ) 10,000 I By FAITHFUL WINNER HOLDINGS LIMITED ( 2 ) ( 3 )
Class A Ordinary Shares, par value $0.05 per share 947,540 I By Dongsi Tou Tiao Limited ( 4 )
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 Share Units ( 5 ) 04/10/2024 A 10,000 ( 6 ) ( 6 ) Class A Ordinary Shares, par value $0.05 per share 10,000 $ 0 10,000 I By FAITHFUL WINNER HOLDINGS LIMITED ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAN XIN
C/O GIGACLOUD TECHNOLOGY INC
4388 SHIRLEY AVENUE
EL MONTE, CA91731
Chief Technology Officer
FAITHFUL WINNER HOLDINGS LTD
C/O GIGACLOUD TECHNOLOGY INC
4388 SHIRLEY AVENUE
EL MONTE, CA91731
Chief Technology Officer
Signatures
/s/ David Kwok Hei Lau, Attorney-in-fact, for each of the reporting persons named herein 04/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Issuer's Class A ordinary shares issued pursuant to restricted share units granted to the Reporting Person under the Issuer's 2017 share incentive plan.
( 2 )This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 of Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The securities are directly held by FAITHFUL WINNER HOLDINGS LIMITED. Xin Wan is the sole shareholder and sole director of FAITHFUL WINNER HOLDINGS LIMITED and may be deemed to be an indirect beneficial owner of the securities held by FAITHFUL WINNER HOLDINGS LIMITED.
( 4 )Represents Class A Ordinary Shares held by Dongsi Tou Tiao Limited, a company incorporated in British Virgin Islands, for Mr. Xin Wan ("Mr. Wan"). Dongsi Tou Tiao Limited is controlled and managed by Dongsi Tou Tiao Trust, a trust established under a trust deed dated July 13, 2021 between GigaCloud Technology Inc and Futu Trustee as trustee. The trust's beneficiaries are certain directors and executive officers of the Issuer, including Mr. Xin Wan, who are the participants of the Issuer's 2008 Share Incentive Plan and 2017 Share Incentive Plan. The trust deed provides that the trustee shall not exercise the voting rights attached to the Issuer's shares held by Dongsi Tou Tiao Limited, or the investment and dispositive power, unless otherwise directed by the advisory committee of the trust.
( 5 )Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of Class A ordinary shares of the Issuer when vested.
( 6 )The RSUs will be vested at the end of the twelve (12)-month period commencing from the date of grant, subject to continuous service. Vested shares will be delivered to the reporting person following vesting.

Remarks:
Exhibit 24 - Power of Attorney.

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