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

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.