Sec Form 4 Filing - Spring Mountain Capital, LLC @ GIGA TRONICS INC - 2019-07-31

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
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)
07/31/2019
(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
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 ( 1 ) 07/31/2019 J( 2 )( 3 ) 476.25 ( 1 ) ( 1 ) Common Stock 47,625 $ 0 8,704.44 D
Series C Convertible Voting Perpetual Preferred Stock ( 1 ) 07/31/2019 J( 2 )( 3 ) 404.3 ( 1 ) ( 1 ) Common Stock 40,430 $ 0 3,020.37 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, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
SMC Reserve Fund II Offshore LP
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
SMC Private Equity Holdings GP, LLC
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
SMC Private Equity Holdings, LP
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
SMC Select Co-Investment I GP, LLC
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
SMC Select Co-Investment Fund I LP
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
Steffens John
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
Ho Gregory P.
C/O SPRING MOUNTAIN CAPITAL, LP
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY10022
X
Signatures
SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member 07/31/2019
** Signature of Reporting Person Date
SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member 07/31/2019
** Signature of Reporting Person Date
SMC RESERVE FUND II OFFSHORE, LP By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member 07/31/2019
** 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 07/31/2019
** 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 07/31/2019
** 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 07/31/2019
** 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 07/31/2019
** Signature of Reporting Person Date
/s/ John L. Steffens 07/31/2019
** Signature of Reporting Person Date
/s/ Gregory P. Ho 07/31/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Series B Convertible Voting Perpetual Preferred Stock ("Series B Preferred Stock") and Series C Convertible Voting Perpetual Preferred Stock ("Series C Preferred Stock") is convertible at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. Each such class of stock has no expiration date.
( 2 )On July 31, 2019, in connection with the wind up and dissolution of Reporting Person SMC Reserve Fund II Offshore, LP ("SMC Offshore"), SMC Offshore distributed in-kind, without consideration (the "SMC Distribution"), all of the securities of the Issuer owned by SMC Offshore as follows: (i) to Reporting Person Spring Mountain Capital G.P., LLC ("SMC GP"), 97.54 shares of Series B Preferred Stock and 82.81 shares of Series C Preferred Stock and (ii) to an unaffiliated third party, 476.25 shares of Series B Preferred Stock and 404.30 shares of Series C Preferred Stock. The disposition to the unaffiliated third party is reported in Table II.
( 3 )The disposition to SMC GP is not reported in Table II, as the shares of Series B Preferred Stock and Series C Preferred Stock transferred by SMC Offshore to SMC GP will continue to be beneficially owned by certain of the remaining Reporting Persons due to the relationships set forth in Exhibit 99.1 to the Form 3 filed on January 9, 2019. As a result of the SMC Distribution, SMC Offshore no longer beneficially owns any securities of the Issuer. This Form 4 is an 'exit filing' for SMC Offshore.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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