Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Spring Mountain Capital, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2018
3. Issuer Name and Ticker or Trading Symbol
GIGA TRONICS INC [GIGA]
(Last)
(First)
(Middle)
650 MADISON AVENUE, 20TH FLOOR, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 940,734 (1)
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Voting Perpetual Preferred Stock   (2)   (2) Common Stock 918,069 (3) $ (2) D  
Series C Convertible Voting Perpetual Preferred Stock   (4)   (4) Common Stock 342,467 (5) $ (4) D  
Series D Convertible Voting Perpetual Preferred Stock   (6)   (6) Common Stock 511,186 (7) $ (6) D  
Warrant (Right to Buy Common Stock)   (8) 02/16/2020 Common Stock 823,097 (8) $ 1.78 D  
Warrant (Right to Buy Common Stock)   (9) 02/23/2020 Common Stock 194,437 (9) $ 1.76 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spring Mountain Capital, LLC
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
Spring Mountain Capital G.P., LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SMC Reserve Fund II Offshore LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SMC Private Equity Holdings GP, LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SMC Private Equity Holdings, LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SMC Select Co-Investment I GP, LLC
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SMC Select Co-Investment Fund I LP
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
Steffens John
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
Ho Gregory P.
C/O SPRING MOUNTAIN CAPITAL
650 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

SPRING MOUNTAIN CAPITAL, LLC By: /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SPRING MOUNTAIN CAPITAL G.P., LLC By: /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SMC RESERVE FUND II OFFSHORE, LP By: Spring Mountain Capital G.P., LLC, General Partner, /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SMC PRIVATE EQUITY HOLDINGS G.P., LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SMC PRIVATE EQUITY HOLDINGS, LP By: SMC Private Equity Holdings G.P., LLC, General Partner, By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SMC SELECT CO-INVESTMENT FUND I, LP By: SMC Select Co-Investment I GP, LLC, General Partner By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

SMC SELECT CO-INVESTMENT I GP, LLC By: Spring Mountain Capital G.P., LLC, Managing Member, /s/ Gregory P. Ho, Managing Member 01/09/2019
**Signature of Reporting Person Date

/s/ John L. Steffens 01/09/2019
**Signature of Reporting Person Date

/s/ Gregory P. Ho 01/09/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents shares of common stock of Issuer owned directly by the Reporting Persons as follows: 499,576 owned by SMC Co-Investment LP and 441,158 owned by SMC PE LP.
(2) The Series B Convertible Voting Perpetual Preferred Stock (the "Series B Preferred Stock") is convertible at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.
(3) Represents shares of common stock of Issuer issuable upon the conversion of shares of Series B Preferred Stock owned directly by the Reporting Persons as follows: 688,552 owned by SMC Co-Investment LP, 57,379 owned by SMC Offshore and 172,138 owned by Steffens.
(4) The Series C Convertible Voting Perpetual Preferred Stock (the "Series C Preferred Stock") is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.
(5) Represents shares of common stock of Issuer issuable upon the conversion of Series C Preferred Stock owned directly by the Reporting Persons as follows: 147,620 owned by SMC Co-Investment LP, 48,712 owned by SMC Offshore and 146,135 owned by Steffens.
(6) The Series D Convertible Voting Perpetual Preferred Stock (the "Series D Preferred Stock") is exercisable at any time upon request and is initially convertible into shares of common stock on a 1:100 basis. It has no expiration date.
(7) Represents shares of common stock of Issuer issuable upon the conversion of Series D Preferred Stock, owned directly by the Reporting Persons as follows: 70,028 owned by SMC Co-Investment LP and 441,158 owned by SMC PE LP.
(8) Represents shares of common stock of Issuer issuable upon the exercise of Warrants directly owned by the Reporting Persons as follows: 342,235 by SMC Co-Investment LP and 480,862 by SMC PE LP. Such Warrants are immediately exercisable.
(9) Represents shares of common stock of Issuer issuable upon the exercise of Warrants directly owned by the Reporting Persons as follows: 194,437 by SMC Co-Investment LP. Such Warrants are immediately exercisable.
 
Remarks:
Exhibit 99.1 - joint filer information

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