GigAcquisitions5 Form 3 GigCapital5 / Avi S Katz ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Katz Avi S

(Last)

(First)

(Middle)

C/O GIGCAPITAL5, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2021

3. Issuer Name and Ticker or Trading Symbol
GigCapital5, Inc. [ GIA.U ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	5,735,000⁽¹⁾	I	By GigAcquisitions5, LLC⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Katz Avi S

(Last)

(First)

(Middle)

C/O GIGCAPITAL5, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GigAcquisitions5, LLC

(Last)

(First)

(Middle)

C/O GIGCAPITAL5, INC.

1731 EMBARCADERO RD., SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes up to 750,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters' over-allotment is exercised, if at all.

2. The Common Stock is held directly by GigAcquisitions5, LLC (the "Sponsor"). The shares held by the Sponsor are beneficially owned by Dr. Katz, GigCapital5, Inc.'s Executive Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.

	/s/ Dr. Avi S. Katz, individually	09/23/2021
	/s/ Dr. Avi S. Katz, as Manager of GigAcquisitions5, LLC	09/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

GigAcquisitions5 Form 3GigCapital5 / Avi S Katz ownership change