06/04/2026 | Press release | Distributed by Public on 06/04/2026 19:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (obligation to sell) | (4)(5)(6) | 06/02/2026 | J/K(4)(5)(6) | 43,050 | 06/04/2029 | 06/04/2029 | Class A Ordinary Shares, par value $0.05 per share | 43,050 | (4)(5)(6) | 43,050 | I | By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited(1)(2)(3) | |||
| Class B Ordinary Shares, par value $0.05 per share | (7) | 06/02/2026 | M | 43,050 | (7) | (7) | Class A Ordinary Shares, par value $0.05 per share | 43,050 | (7) | 7,108,682 | I | By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited(1)(3)(8) | |||
| Class B Ordinary Shares, par value $0.05 per share | (7) | (7) | (7) | Class A Ordinary Shares, par value $0.05 per share | 5,000 | 5,000 | D(3) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wu Lei C/O GIGACLOUD TECHNOLOGY INC 4388 SHIRLEY AVENUE EL MONTE, CA 91731 |
X | X | Chief Executive Officer | |
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JI XIANG HU TONG HOLDINGS LTD C/O GIGACLOUD TECHNOLOGY INC 4388 SHIRLEY AVENUE EL MONTE, CA 91731 |
X | X | Chief Executive Officer | |
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SHAN LAO HU TONG LLC C/O GIGACLOUD TECHNOLOGY INC 4388 SHIRELY AVENUE EL MONTE, CA 91731 |
X | X | Chief Executive Officer | |
| /s/ Lei Wu | 06/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Lei Wu, for Ji Xiang Hu Tong Holdings Limited, By: Lei Wu, its director | 06/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Lei Wu, for Shan Lao Hu Tong LLC, By: Lei Wu, its sole member | 06/04/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Lei Wu ("Mr. Wu") is the sole member and sole manager of a limited liability company, Shan Lao Hu Tong LLC, that is the sole shareholder of Ji Xiang Hu Tong Holdings Limited. As a result of these relationships, Mr. Wu may be deemed to be an indirect beneficial owner of the securities held by Ji Xiang Hu Tong Holdings Limited. |
| (2) | Represents Class A ordinary shares, par value of US$0.05 per share, of the Issuer ("Class A Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited. |
| (3) | 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. |
| (4) | On June 2, 2026, the Reporting Person entered into a variable prepaid forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to 43,050 shares of Class A Ordinary Shares (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on the maturity date of the contract, June 4, 2029 (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $1,384,992 as of the date of entering into the contract. |
| (5) | (Continued from footnote 4) The Reporting Person pledged 43,050 shares of Class A Ordinary Shares (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Class A Ordinary Shares to be delivered by the Reporting Person to the buyer on the maturity date is to be determined as follows: (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the maturity date (the "Settlement Price") is less than $55.34 (the "Cap Price") but greater than $36.57 (the "Floor Price"), the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to the Floor Price divided by the Settlement Price; |
| (6) | (Continued from footnote 5) (b) if the Settlement Price is equal or greater than the Cap Price on the maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Price and (B) the excess, if any, of the Settlement Price over the Cap Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Price on the maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount. |
| (7) | The Class B Ordinary Shares are convertible at any time at the option of the holder into an equal number of Class A Ordinary Shares at no cost. |
| (8) | Represents Class B ordinary shares, par value of US$0.05 per share, of the Issuer ("Class B Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited. |