Sec Form 4/A Filing - Anapass, Inc. @ GCT Semiconductor Holding, Inc. - 2024-03-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Anapass, Inc.
2. Issuer Name and Ticker or Trading Symbol
GCT Semiconductor Holding, Inc. [ GCTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7F, DREAM MARKL BLDG. 61, DITIGAL-RO 31-GIL, GURO-GU
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2024
(Street)
SEOUL, M508375
4. If Amendment, Date Original Filed (MM/DD/YY)
03/27/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/26/2024 A( 1 ) 7,275,863 A $ 0 7,275,863 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Placement Warrants ( 2 ) $ 11.5 03/26/2024 J( 3 ) 937,350 ( 4 ) ( 4 ) Common Stock 937,350 $ 0 937,350 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anapass, Inc.
7F, DREAM MARKL BLDG. 61
DITIGAL-RO 31-GIL, GURO-GU
SEOUL, M508375
X
Signatures
/s/ JeeHye Kim, Chief Financial Officer 05/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Business Combination Agreement, dated as of November 2, 2023 (the "Business Combination Agreement"), by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. ("GCT"), at the Effective Time (as defined in the Business Combination Agreement), each share of GCT common stock was automatically converted for the right to receive common stock, $0.0001 par value (the "Common Stock") of the Issuer in the manner set forth in the Business Combination Agreement.
( 2 )This Form 4/A is being filed to include the amount of Private Placement Warrants (as defined below) beneficially owned by Anapass, Inc., which was inadvertently omitted in the original Form 4 filed on March 27, 2024.
( 3 )Represents 937,350 private placement warrants (the "Private Placement Warrants") received by Anapass, Inc. that were allocated to certain Company Insider Recipients at GCT's discretion to incentivize investment. Each Private Placement Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment.
( 4 )The Private Placement Warrants are currently exercisable and will expire five years after the Closing, as described in the Issuer's registration statement on Form S-4 (File No. 333-275522), as amended.

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