X0202 3 2007-03-28 0 0001126741 GSI TECHNOLOGY INC GSIT 0001394413 Shu Lee-Lean GSI TECHNOLOGY, INC. 2360 OWEN STREET SANTA CLARA CA 95054 1 1 1 0 President, CEO and Chairman Common Stock 1682417 D Common Stock 400000 I By GoodFortune GSI Inc. Common Stock 100000 I By Spouse Common Stock 6800 I By Child Common Stock 6800 I By Child Stock Option (right to buy) 2.00 2010-03-27 Common Stock 50000 D Stock Option (right to buy) 2.00 2010-03-27 Common Stock 11875 D Stock Option (right to buy) 2.00 2010-03-27 Common Stock 11875 D Stock Option (right to buy) 2.00 2010-03-27 Common Stock 50000 D Stock Option (right to buy) 5.40 2011-05-25 Common Stock 43357 D Stock Option (right to buy) 5.40 2011-05-25 Common Stock 18518 D Stock Option (right to buy) 2.10 2013-07-15 Common Stock 47619 D Stock Option (right to buy) 2.10 2013-07-15 Common Stock 14256 D Stock Option (right to buy) 2.10 2013-07-15 Common Stock 47619 D Stock Option (right to buy) 2.10 2013-07-15 Common Stock 14256 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 43694 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 18181 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 43694 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 18181 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 43694 D Stock Option (right to buy) 5.50 2016-11-21 Common Stock 18181 D Stock Option (right to buy) .15 2009-03-14 Common Stock 30000 I By Spouse Stock Option (right to buy) 5.40 2011-05-25 Common Stock 10313 I By Spouse Stock Option (right to buy) 5.40 2011-05-25 Common Stock 10313 I By Spouse Stock Option (right to buy) 2.10 2013-07-15 Common Stock 10313 I By Spouse Stock Option (right to buy) 2.10 2013-07-15 Common Stock 10313 I By Spouse Stock Option (right to buy) 3.50 2013-12-15 Common Stock 10313 I By Spouse Stock Option (right to buy) 5.50 2016-11-21 Common Stock 10313 I By Spouse Stock Option (right to buy) 5.50 2016-11-21 Common Stock 10313 I By Spouse Stock Option (right to buy) 5.50 2016-11-21 Common Stock 10313 I By Spouse Mr. Shu, along with his spouse, transferred these shares to his mother- and father-in-law who then transferred them to Good Fortune GSI Inc. Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Option for 50,000 shares was granted on March 27, 2000, and vests and becomes exercisable at the rate of 25% on January 13, 2004 and 25% annually thereafter. Option for 11,875 shares was granted on March 27, 2000, and vests and becomes exercisable at the rate of 25% on January 13, 2004 and 25% annually thereafter. Option for 11,875 shares was granted on March 27, 2000, and vests and becomes exercisable at the rate of 25% on January 13, 2003 and 25% annually thereafter. Option for 50,000 shares was granted on March 27, 2000, and vests and becomes exercisable at the rate of 25% on January 13, 2003 and 25% annually thereafter. Option for 43,357 shares was granted on May 25, 2001, and vests and becomes exercisable at the rate of 25% on January 13, 2005 and 25% annually thereafter. Option for 18,518 shares was granted on May 25, 2001, and vests and becomes exercisable at the rate of 25% on January 13, 2005 and 25% annually thereafter. Option for 47,619 shares was granted on July 15, 2003, and vests and becomes exercisable at the rate of 25% on January 13, 2006 and 25% annually thereafter. Option for 14,256 shares was granted on July 15, 2003, and vests and becomes exercisable at the rate of 25% on January 13, 2006 and 25% annually thereafter. Option for 47,619 shares was granted on July 15, 2003, and vests and becomes exercisable at the rate of 25% on January 13, 2007 and 25% annually thereafter. Option for 14,256 shares was granted on July 15, 2003, and vests and becomes exercisable at the rate of 25% on January 13, 2007 and 25% annually thereafter. Option for 43,694 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2008 and 25% annually thereafter. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2008 and 25% annually thereafter. Option for 43,694 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2009 and 25% annually thereafter. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2009 and 25% annually thereafter. Option for 43,694 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2010 and 25% annually thereafter. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable at the rate of 25% on January 13, 2010 and 25% annually thereafter. Option for 60,000 shares was granted to Mr. Shu's spouse on March 15, 1999, and vests and becomes exercisable over 4 years at the rate of 25% on the first anniversary of the grant date and 25% annually thereafter. 30,000 shares have been exercised and disposed of, with 30,000 vested shares remaining. Option for 10,313 shares was granted on May 25, 2001, and vests and becomes exercisable over 4 years at the rate of 25% on March 15, 2001 and 25% annually thereafter. Option for 10,313 shares was granted on May 25, 2001, and vests and becomes exercisable over 4 years at the rate of 25% on March 15, 2002 and 25% annually thereafter. Option for 10,313 shares was granted on July 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on April 1, 2002 and 25% annually thereafter. Option for 10,313 shares was granted on July 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on April 1, 2003 and 25% annually thereafter. Option for 10,313 shares was granted on December 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on April 1, 2004 and 25% annually thereafter. Option for 10,313 shares was granted on November 21, 2006 and vests and becomes exercisable over 4 years at the rate of 25% on the first anniversary of the grant date and 25% annually thereafter. Option for 10,313 shares was granted on November 21, 2006 and vests and becomes exercisable over 4 years at the rate of 25% on the grant date and 25% annually thereafter. Option for 10,313 shares was granted on November 21, 2006 and vests and becomes exercisable over 4 years at the rate of 25% on April 1, 2007 and 25% annually thereafter. Caroline Y. Wu, Attorney-in-Fact 2007-03-28