SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Katz Avi S

(Last) (First) (Middle)
C/O GIGCAPITAL, INC.
3000 EL CAMINO REAL, BLDG 4, SUITE 232

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GigCapital, Inc. [ GIG.U ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Pres, Exec Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/07/2017 P 356,000 A $10(1) 3,212,607(2) I By GigAcquisitions, LLC (see note below)(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Private Warrants $11.5 12/07/2017 P 267,000 (4) (5) Common Stock 267,000 $10(1) 267,000 I By GigAcquisitions, LLC (see note below)(3)
Private Rights (6) 12/07/2017 P 356,000 (7) (8) Common Stock 35,600 $10(1) 356,000 I By GigAcquisitions, LLC (see note below)(3)
1. Name and Address of Reporting Person*
Katz Avi S

(Last) (First) (Middle)
C/O GIGCAPITAL, INC.
3000 EL CAMINO REAL, BLDG 4, SUITE 232

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GigAcquisitions, LLC

(Last) (First) (Middle)
C/O GIGCAPITAL, INC.
3000 EL CAMINO REAL, BLDG 4, SUITE 232

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
Explanation of Responses:
1. $10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, (ii) 3/4ths of a Private Warrant exercisable at price of $11.50 per whole share of Common Stock, and (iii) one Private Right which entitles the holder to receive 1/10th of one share of Common Stock upon the consummation of the Company's business combination.
2. Includes 2,856,607 founder shares of Common Stock previously reported in the Form 3 filed by the Reporting Persons on December 7, 2017. Includes up to 379,464 shares of Common Stock that are subject to forfeiture depending on the extent to which the underwriters' over-allotment is exercised, if at all.
3. The Common Stock, Private Warrants, and Private Rights constituting the Private Units are held directly by GigAcquisitions, LLC (the "Sponsor"). The Common Stock, Private Warrants, and Private Rights held by the Sponsor are beneficially owned by Dr. Avi S. Katz, GigCapital, Inc.'s Chief Executive Officer, President, Executive Chairman of the Board of Directors, and Secretary. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over all securities held by the Sponsor.
4. The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering.
5. The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination.
6. The private rights entitle the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration.
7. Upon the consummation of the Company's initial business combination.
8. If the Company is unable to complete its initial business combination within 18 months from the closing date of the offering the Private Rights will expire worthless.
Remarks:
/s/ Avi S. Katz, individually 12/11/2017
/s/ Avi S. Katz, as Manager of GigAcquisitions, LLC 12/11/2017
** Signature of Reporting Person Date
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).
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