Filing Details

Giga-tronics Incorporated

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

375175106

(CUSIP Number)

August 27, 2020

(Date of Event which Requires Filing of this Statement)

CUSIP No.

375175106

1

Names of Reporting Persons

Cornelis F. Wit TTEE,

Cornelis F. Wit Revocable Living Trust

2

Check the appropriate box if a member of a Group (see instructions)

(a)  [ ]
(b)  [X]

3

Sec Use Only

4

Citizenship or Place of Organization

Netherlands

Number of

Shares

Beneficially

Owned by Each

Reporting Person

With:

5

Sole Voting Power

312,894 shares of Common Stock (1) (2)

6

Shared Voting Power

0 shares of Common Stock

7

Sole Dispositive Power

312,894 shares of Common Stock (1) (2)

8

Shared Dispositive Power

0 shares of Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person

312,894 shares of Common Stock (1) (2)

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

[ ]

11

Percent of class represented by amount in row (9)

11.9% on the Date of Event which requires filing of this statement (1) (2) (3)

12

Type of Reporting Person (See Instructions)

OO

(1)

Includes 3,290 warrants to acquire the Company’s Common Stock with an exercise price of $3.75 and an expiration date of August 14, 2021 acquired by Mr. Wit on July 29, 2020. Includes 43 warrants to acquire the Company’s Common Stock with an exercise price of $3.75 and an expiration date of September 28, 2021 acquired by the Mr. Wit on July 29, 2020.

(2)

On August 27, 2020, the Reporting Person acquired 56,227 shares of Common Stock, 8,231 shares of Series B Convertible Voting Perpetual Preferred Stock of the Issuer, 3,071 shares of Series C Convertible Voting Perpetual Preferred Stock of the Issuer and 4,583 shares of Series D Convertible Voting Perpetual Preferred Stock of the Issuer. Each share of the Series B, C and D Convertible Voting Perpetual Preferred Stock provides the Reporting Person voting rights at any meeting of the stockholders of the Issuer and such shares of Series B, C and D Convertible Voting Perpetual Preferred Stock will vote together with the common stockholders of the Issuer in the amount of 6.6666 votes per each share of Series B, C and D Convertible Voting Perpetual Preferred Stock equaling an aggregate of 105,899 votes. If calculated with 5, 7, 9 and 11 above, sole voting power would equal 418,793 votes, sole dispositive power would equal 418,793 votes, aggregate amount beneficially owned by each reporting person would equal 418,793 votes and the percent of class represented by the amount in Row 11 would be 14.9%.

(3)

Based upon 2,635,856 issued and outstanding shares of the Issuer’s Common Stock and 26,982 issued and outstanding and outstanding shares of the Issuer’s Convertible Voting Perpetual Preferred Stock, at July 20, 2020, as reported in the Issuer’s Schedule 14A filed with the SEC.

(a)

Name of Issuer: Giga-tronics Incorporated

(a)

Name of Person Filing: Cornelis F. Wit

(b)

Address of Principal Business Office or, if None, Residence: 2101 West Commercial Blvd Suite 3500, Fort Lauderdale FL 33309

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(1)

Includes 3,290 warrants to acquire the Company’s Common Stock with an exercise price of $3.75 and an expiration date of August 14, 2021 acquired by Mr. Wit on July 29, 2020. Includes 43 warrants to acquire the Company’s Common Stock with an exercise price of $3.75 and an expiration date of September 28, 2021 acquired by Mr. Wit on July 29, 2020.

(2)

On August 27, 2020, the Reporting Person acquired 56,227 shares of Common Stock, 8,231 shares of Series B Convertible Voting Perpetual Preferred Stock of the Issuer, 3,071 shares of Series C Convertible Voting Perpetual Preferred Stock of the Issuer and 4,583 shares of Series D Convertible Voting Perpetual Preferred Stock of the Issuer. Each share of the Series B, C and D Convertible Voting Perpetual Preferred Stock provides the Reporting Person voting rights at any meeting of the stockholders of the Issuer and such shares of Series B, C and D Convertible Voting Perpetual Preferred Stock will vote together with the common stockholders of the Issuer in the amount of 6.6666 votes per each share of Series B, C and D Convertible Voting Perpetual Preferred Stock equaling an aggregate of 105,899 votes. If calculated with 4 (a), 4 (b), and 4 (c) above, sole voting power would equal 418,793 votes, sole dispositive power would equal 418,793 votes, aggregate amount beneficially owned by each reporting person would equal 418,793 votes and the percent of class represented by the amount in Item 4 (b) would be 14.9%.

(3)

Based upon 2,635,856 issued and outstanding shares of the Issuer’s Common Stock and 26,982 issued and outstanding and outstanding shares of the Issuer’s Preferred Stock, at July 20, 2020, as reported in the Issuer’s Schedule 14A filed with the SEC.

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Item 8.

Identification and classification of members of the group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications.