Sec Form 4 Filing - Spring Mountain Capital, LLC @ GIGA TRONICS INC - 2020-08-27

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 Spring Mountain Capital, LLC 2. Issuer Name and Ticker or Trading Symbol GIGA TRONICS INC [ GIGA] 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) 650 MADISON AVENUE, 20TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2020 (Street) NEW YORK, NY10022 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 Common Stock 08/27/2020 S 62,715 ( 1 ) D $ 3.86 0 D

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 Series B Convertible Voting Perpetual Preferred Stock ( 2 ) 08/27/2020 S 8,704.44 ( 3 ) ( 2 ) ( 2 ) Common Stock 58,030 ( 2 ) ( 6 ) $ 81.77 0 D Series C Convertible Voting Perpetual Preferred Stock ( 2 ) 08/27/2020 S 3,020.35 ( 4 ) ( 2 ) ( 2 ) Common Stock 20,136 ( 2 ) ( 6 ) $ 54.26 0 D Series D Convertible Voting Perpetual Preferred Stock ( 2 ) 08/27/2020 S 5,111.86 ( 5 ) ( 2 ) ( 2 ) Common Stock 34,079 ( 2 ) ( 6 ) $ 53.15 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spring Mountain Capital, LLC 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Spring Mountain Capital G.P., LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X SMC Private Equity Holdings GP, LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X SMC Private Equity Holdings, LP C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X SMC Select Co-Investment I GP, LLC C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X SMC Select Co-Investment Fund I LP C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Steffens John C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL 650 MADISON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Signatures SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date SMC PRIVATE EQUITY HOLDINGS G.P., LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date SMC PRIVATE EQUITY HOLDINGS, LP By: SMC Private Equity Holdings G.P., LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date SMC SELECT CO-INVESTMENT FUND I, LP By: SMC Select Co-Investment I GP, LLC, General Partner By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date SMC SELECT CO-INVESTMENT I GP, LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 08/31/2020 Signature of Reporting Person Date /s/ John L. Steffens 08/31/2020 Signature of Reporting Person Date /s/ Gregory P. Ho 08/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Issuer disposed of directly by the Reporting Persons as follows: 33,305 shares by SMC Select Co-Investment Fund I, LP ("SMC Co-Investment LP") and 29,410 shares by SMC Private Equity Holdings, LP ("SMC PE LP"). ( 2 )Each of the Series B Convertible Voting Perpetual Preferred Stock ("Series B Preferred Stock"), Series C Convertible Voting Perpetual Preferred Stock ("Series C Preferred Stock") and Series D Convertible Voting Perpetual Preferred Stock ("Series D Preferred Stock") was convertible at any time upon request and was initially convertible into shares of common stock on a 1:100 basis. Each such class of stock had no expiration date. ( 3 )Represents shares of Series B Preferred Stock disposed of by the Reporting Persons as follows: 6,885.52 shares by SMC Co-Investment LP, 97.54 shares by Spring Mountain Capital G.P., LLC and 1,721.38 shares by Mr. Steffens. ( 4 )Represents shares of Series C Preferred Stock disposed of by the Reporting Persons as follows: 1,476.19 shares by SMC Co-Investment LP, 82.81 shares by Spring Mountain Capital G.P., LLC and 1,461.34 shares by Mr. Steffens. ( 5 )Represents shares of Series D Preferred Stock disposed of by the Reporting Persons as follows: 700.28 shares by SMC Co-Investment LP and 4,411.58 shares by SMC PE LP. ( 6 )As reported by the Issuer on Form 8-K, on December 12, 2019 the Issuer effected a 1 for 15 reverse stock split. The number of shares of common stock indicated in this Statement reflects the post-split number of shares disposed of. All warrants previously acquired by the Reporting Persons and disclosed in its Form 3 filed on January 9, 2019 expired without any portion being exercised. As a result of the transactions reported herein, the Reporting Persons were completely divested of the shares of Issuer's securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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