| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GigaCloud Technology Inc [ GCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/09/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Ordinary Shares, par value $0.05 per share | 12/06/2024 | S(1) | 80,000 | D | $22.14(2) | 70,000(3) | I | By Dongsi Tou Tiao Limited(4) | ||
| Class A Ordinary Shares, par value $0.05 per share | 807,540(5) | I | By FAITHFUL WINNER HOLDINGS LIMITED(6)(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This is an amendment to the Form 4 filed on December 9, 2024. The shares were sold pursuant to the 10b5-1 plan adopted on June 26, 2024. |
| 2. Represents the weighted average sale price. The lowest price at which shares were sold was $21.52 and the highest price at which shares were sold was $22.50. |
| 3. The Form 4 filed on December 9, 2024 incorrectly reported the amount of securities beneficially owned following the reported transaction, which should be 70,000 as indicated in this amendment. |
| 4. Represents Class A Ordinary Shares held by Dongsi Tou Tiao Limited, a company incorporated in British Virgin Islands, for Mr. Xin Wan ("Mr. Wan"). Dongsi Tou Tiao Limited is controlled and managed by Dongsi Tou Tiao Trust, a trust established under a trust deed dated July 13, 2021 between GigaCloud Technology Inc and Futu Trustee as trustee. The trust's beneficiaries are certain directors and executive officers of the Issuer, including Mr. Xin Wan, who are the participants of the Issuer's 2008 Share Incentive Plan and 2017 Share Incentive Plan. The trust deed provides that the trustee shall not exercise the voting rights attached to the Issuer's shares held by Dongsi Tou Tiao Limited, or the investment and dispositive power, unless otherwise directed by the advisory committee of the trust. |
| 5. The Form 4 filed on December 9, 2024 incorrectly reported the amount of securities beneficially owned following the reported transaction, which should be 807,540 as indicated in this amendment. |
| 6. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 of Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 7. The securities are directly held by FAITHFUL WINNER HOLDINGS LIMITED. Xin Wan is the sole shareholder and sole director of FAITHFUL WINNER HOLDINGS LIMITED and may be deemed to be an indirect beneficial owner of the securities held by FAITHFUL WINNER HOLDINGS LIMITED. |
| Remarks: |
| /s/ Lei Wu, Attorney-in-fact, for each of the reporting persons named herein | 12/10/2024 | |
| ** 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 4 (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. | ||