0001104659-20-100924.txt : 20200901 0001104659-20-100924.hdr.sgml : 20200901 20200831184009 ACCESSION NUMBER: 0001104659-20-100924 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200901 DATE AS OF CHANGE: 20200831 GROUP MEMBERS: GREGORY P. HO GROUP MEMBERS: JOHN L. STEFFENS GROUP MEMBERS: SMC PRIVATE EQUITY HOLDINGS G.P., LLC GROUP MEMBERS: SMC PRIVATE EQUITY HOLDINGS, LP GROUP MEMBERS: SMC SELECT CO-INVESTMENT FUND I, LP GROUP MEMBERS: SMC SELECT CO-INVESTMENT I GP, LLC GROUP MEMBERS: SPRING MOUNTAIN CAPITAL G.P., LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35652 FILM NUMBER: 201152901 BUSINESS ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9253294650 MAIL ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Spring Mountain Capital, LLC CENTRAL INDEX KEY: 0001549455 IRS NUMBER: 134176269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 292-8300 MAIL ADDRESS: STREET 1: C/O SPRING MOUNTAIN CAPITAL, LP STREET 2: 650 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 tm2029949-1_sc13da.htm SC 13D/A

CUSIP No. 375175106

SCHEDULE 13D

Page 1 of 15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

GIGA-TRONICS INCORPORATED

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

375175106

(CUSIP Number)

Mr. John L. Steffens

c/o Spring Mountain Capital, LP

650 Madison Avenue, 20^th Floor

New York, NY 10022

Telephone: (212) 292-8300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 27, 2020
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 375175106

SCHEDULE 13D

Page 2 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Spring Mountain Capital, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 375175106

SCHEDULE 13D

Page 3 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Spring Mountain Capital G.P., LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 375175106

SCHEDULE 13D

Page 4 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		SMC Private Equity Holdings G.P., LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 375175106

SCHEDULE 13D

Page 5 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		SMC Private Equity Holdings, LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 375175106

SCHEDULE 13D

Page 6 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		SMC Select Co-Investment I GP, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 375175106

SCHEDULE 13D

Page 7 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		SMC Select Co-Investment Fund I, LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 375175106

SCHEDULE 13D

Page 8 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		John L. Steffens
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 375175106

SCHEDULE 13D

Page 9 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Gregory P. Ho
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 0
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11): 0.0%
	14.	Type of Reporting Person (See Instructions) IN

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D filed with the SEC on January 10, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 2, 2019 (“Amendment No. 1” and together with this Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D”). This Amendment No. 2 constitutes an exit filing for the Reporting Persons. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

CUSIP No. 375175106

SCHEDULE 13D

Page 10 of 15

Item 4. Purpose of Transaction

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

On August 27, 2020, the Reporting Persons sold of all of the shares of Common Stock, 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”) of the Issuer held by the Reporting Persons. The type of securities, price per share, shares sold and aggregate proceeds received by each Reporting Person is set forth in the tables below.

SMC Select Co-Investment Fund I, LP
Class of Security	Price per Share	Shares Sold	Aggregate Proceeds⁽¹⁾
Common Stock	$3.86	33,305⁽²⁾	$128,399.12
Series B Preferred Stock	$81.77	6,885.52	$563,015.70
Series C Preferred Stock	$54.26	1,476.19	$80,104.65
Series D Preferred Stock	$53.15	700.28	$37,219.25

SMC Private Equity Holdings, LP
Class of Security	Price per Share	Shares Sold	Aggregate Proceeds⁽¹⁾
Common Stock	$3.86	29,410⁽²⁾	$113,386.28
Series D Preferred Stock	$53.15	4,411.58	$234,472.45

Spring Mountain Capital G.P., LLC
Class of Security	Price per Share	Shares Sold	Aggregate Proceeds⁽¹⁾
Series B Preferred Stock	$81.77	97.54	$7,976.06
Series C Preferred Stock	$54.26	82.81	$4,493.59

John L. Steffens
Class of Security	Price per Share	Shares Sold	Aggregate Proceeds⁽¹⁾
Series B Preferred Stock	$81.77	1,721.38	$140,753.93
Series C Preferred Stock	$54.26	1,461.34	$79,298.70

¹ Reflects the actual aggregate proceeds received by the Reporting Person. Slight differences may exist between this amount and the product of shares sold and price per share due to rounding.

² 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 Schedule 13D reflects the post-split number of shares disposed of.

CUSIP No. 375175106

SCHEDULE 13D

Page 11 of 15

Item 5. Interest in Securities of the Issuer

The information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All percentages in this item are based on 2,625,856 shares of Issuer’s common stock reported outstanding as of July 22, 2020, as set forth in the Issuer’s Form 10-Q, filed on August 6, 2020, plus the number of shares of Common Stock issuable upon exercise or conversion of any shares of preferred stock or warrants held by the applicable Reporting Person.

(a)

SMC LLC

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC LLC has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

(b)

SMC GP

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC GP has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

(c)

SMC PE GP

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC PE GP has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

CUSIP No. 375175106

SCHEDULE 13D

Page 12 of 15

(d)

SMC PE LP

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC PE LP has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

(e)

SMC Co-Investment GP

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC Co-Investment GP has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

(f)

SMC Co-Investment LP

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, SMC Co-Investment LP has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

(g)

Mr. Steffens

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, Mr. Steffens has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

CUSIP No. 375175106

SCHEDULE 13D

Page 13 of 15

(h)

Mr. Ho

Aggregate number of shares beneficially owned: 0

Percentage: 0.0%

Sole power to vote or to direct vote: 0

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or to direct disposition: 0

Other than as described in Item 4 above, Mr. Ho has not engaged in any transaction in the Issuer’s securities in the past 60 days.

N/A.

The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on August 27, 2020.

CUSIP No. 375175106

SCHEDULE 13D

Page 14 of 15

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 31, 2020

SPRING MOUNTAIN CAPITAL, LLC

By:	/s/ Gregory P. Ho.
Name: Gregory P. Ho
Title: Managing Member


SPRING MOUNTAIN CAPITAL G.P., LLC

By:	/s/ Gregory P. Ho
Name: Gregory P. Ho
Title: Managing Member


SMC PRIVATE EQUITY HOLDINGS G.P., LLC

By:	SPRING MOUNTAIN CAPITAL G.P., LLC
	Managing Member

By:	/s/ Gregory P. Ho
Name: Gregory P. Ho
Title: Managing Member


SMC PRIVATE EQUITY HOLDINGS, LP

By:	SMC PRIVATE EQUITY HOLDINGS G.P., LLC
	General Partner

	By:	SPRING MOUNTAIN CAPITAL G.P., LLC
		Managing Member

By:	/s/ Gregory P. Ho
Name: Gregory P. Ho
Title: Managing Member


SMC SELECT CO-INVESTMENT I GP, LLC

By:	SPRING MOUNTAIN CAPITAL G.P., LLC
	Managing Member

	By:	/s/ Gregory P. Ho
	Name: Gregory P. Ho
	Title: Managing Member

CUSIP No. 375175106

SCHEDULE 13D

Page 15 of 15

SMC SELECT CO-INVESTMENT FUND I, LP

By:	SMC SELECT CO-INVESTMENT I GP, LLC
	General Partner

	By:	SPRING MOUNTAIN CAPITAL, LLC
		Managing Member

		By:	/s/ Gregory P. Ho
		Name: Gregory P. Ho
		Title: Managing Member


JOHN L. STEFFENS

/s/ John L. Steffens
John L. Steffens


GREGORY P. HO

/s/ Gregory P. Ho
Gregory P. Ho