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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gardner Lewis Asset Management | 0 | 0 | 010 | 011 | 012 | 014. Type of Reporting PersonIA CUSIP No. 37518Q109 Page 3 of 8 1. Names of Reporting Persons Gardner Lewis Asset Management, Inc. 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationDelaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonCO CUSIP No. 37518Q109 Page 4 of 8 1. Names of Reporting Persons. Gardner Lewis Merger Arbitrage Fund, L.P. 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationDelaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonPN CUSIP No. 37518Q109 Page 5 of 8 1. Names of Reporting Persons. Gardner Lewis Partners, LLC 2. Check the Appropriate Box if a Member of a Group(a) o(b) o 3. SEC Use Only4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o6. Citizenship or Place of OrganizationPennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power08. Shared Voting Power09. Sole Dispositive Power010. Shared Dispositive Power011. Aggregate Amount Beneficially Owned by Each Reporting Person012. Check if the Aggregate Amount in Row (11) Excludes Certain Shareso13. Percent of Class Represented by Amount in Row (11)014. Type of Reporting PersonOO CUSIP No. 37518Q109 Page 6 of 8 ITEM 1. SECURITY AND ISSUER This Amendment No. 2 (this Amendment ) relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, 0.001 par value (the Common Stock ), of GigPeak, Inc. (the Issuer ), which was originally filed on February 27, 2017, as amended on March 16, 2017 (this Schedule 13D ). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 of this Schedule 13D is amended and supplemented by the addition of the following Pursuant to the Offer to Purchase, dated March 7, 2017, from Glider Merger Sub, Inc., a Delaware corporation (the Purchaser ) and wholly-owned subsidiary of Integrated Device Technology, Inc., a Delaware corporation ( IDT ), to purchase all the outstanding shares of Common Stock (the Tender Offer ), on April 3, 2017, the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on April 3, 2017. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Common Stock. (c) The disclosure contained in Item 4 of this Amendment No. 2 is incorporated herein by reference. (d)The Reporting Persons ceased to be beneficial owners of 5% |
| Gardner Lewis Asset Management, Inc | 0 | 0 | 010 | 011 | 012 | |
| Gardner Lewis Merger Arbitrage Fund | 0 | 0 | 010 | 011 | 012 | |
| Gardner Lewis Partners | 0 | 0 | 010 | 011 | 012 |
Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
GigPeak, Inc.
(Name of Issuer)
Common Stock, $ 0.001 par value
(Title of Class of Securities)
37518Q109
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance
Officer
285 Wilmington West Chester Pike,
Chadds Ford, PA 19317
(610)558-2800
Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
April 6, 2017
(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. o
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
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).
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Page 2 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 2 of 8
| 1. Names of Reporting Persons | |
| Gardner Lewis Asset Management, L.P. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 3. SEC Use Only | |
| 4. Source of Funds | |
| OO | |
| 5. Check if Disclosure of Legal Proceedings Is Items 2(d) or 2(e) | |
| o | |
| 6. Citizenship or Place of Organization | |
| Pennsylvania | |
| 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 | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| IA | |
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Page 3 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 3 of 8
1. Names of Reporting Persons | |
| Gardner Lewis Asset Management, Inc. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 3. SEC Use Only | |
| 4. Source of Funds | |
| OO | |
| 5. Check if Disclosure of Legal Proceedings Is to Items 2(d) or 2(e) | |
| o | |
| 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 | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| CO | |
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Page 4 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 4 of 8
| 1. Names of Reporting Persons. | |
| Gardner Lewis Merger Arbitrage Fund, L.P. | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 3. SEC Use Only | |
| 4. Source of Funds | |
| OO | |
| 5. Check if Disclosure of Legal Proceedings Is to Items 2(d) or 2(e) | |
| o | |
| 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 | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| PN | |
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Page 5 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 5 of 8
| 1. Names of Reporting Persons. | |
| Gardner Lewis Partners, LLC | |
| 2. Check the Appropriate Box if a Member of a Group | |
| (a) o | |
| (b) o | |
| 3. SEC Use Only | |
| 4. Source of Funds | |
| WC | |
| 5. Check if Disclosure of Legal Proceedings Is to Items 2(d) or 2(e) | |
| o | |
| 6. Citizenship or Place of Organization | |
| Pennsylvania | |
| 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 | |
| o | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 0 | |
| 14. Type of Reporting Person | |
| OO | |
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Page 6 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 6 of 8
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 (this “Amendment”)
relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, $0.001 par value (the
“Common Stock”), of GigPeak, Inc. (the “Issuer”), which was originally filed on February 27, 2017, as amended
on March 16, 2017 (this “Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined
herein shall have the same meanings as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended
and supplemented by the addition of the following:
Pursuant to the Offer to Purchase, dated
March 7, 2017, from Glider Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of
Integrated Device Technology, Inc., a Delaware corporation (“IDT”), to purchase all the outstanding shares of Common
Stock (the “Tender Offer”), on April 3, 2017, the Reporting Persons tendered all of the shares of Common Stock beneficially
owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on April 3, 2017.
ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER
(a)
As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership
in the Common Stock.
(c)
The disclosure contained in Item 4 of this Amendment No. 2 is incorporated herein
by reference.
| (d) | The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s Common Stock on April 3, 2017. |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A – Joint Filing Agreement
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Page 7 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 7 of 8
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardne
Chairman and CEO
Gardner Lewis Asset Management,
Inc.
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman
and CEO
Gardner
Lewis Merger Arbitrage Fund, L.P. By: Gardner Lewis Partner, LLC, its general partner
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.
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Page 8 of 9 – SEC Filing
CUSIP No. 37518Q109 Page 8 of 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, par value $0.001 per share, of GigPeak, Inc. and that this Agreement be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS
WHEREOF, the undersigned hereby execute the Agreement this 11th day of April, 2017.
Gardner Lewis Asset Management,
L.P.
By: Gardner Lewis Asset Management, Inc., its general
partner
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield GardneR
Chairman and CEO
Gardner Lewis Asset Management,
Inc.
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman
and CEO
Gardner Lewis Merger Arbitrage
Fund, L.P. By: Gardner Lewis Partner, LLC, its general partner
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC
Dated: April 11, 2017 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
