Concord Sponsor Group III LLC - Mar 26, 2025 Form 4 Insider Report for GCT Semiconductor Holding, Inc. (GCTS)

Role
10%+ Owner
Signature
/s/ Jason T. Simon, Attorney-in-Fact
Stock symbol
GCTS
Transactions as of
Mar 26, 2025
Transactions value $
$0
Form type
4
Date filed
3/28/2025, 04:00 PM
Previous filing
Mar 28, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GCTS Common Stock Other -3.1M -83.06% 633K Mar 26, 2025 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GCTS Warrant Other $0 -3.95M -100% $0.00 0 Mar 26, 2025 Common Stock 3.95M $11.50 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Concord Sponsor Group III LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pro rata distribution from the Reporting Person to its members.
F2 Includes 532,190 shares of common stock that are subject to forfeiture on March 26, 2029 if the volume weighted average price of the Issuer's common stock does not trade above certain specified prices for any 20 trading day period within a period of 30 consecutive trading days prior to such date.
F3 The securities are held directly by the Reporting Person. The Reporting Person is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Tim Kacani. Any action by the Reporting Person with respect to the issuer or the issuer's securities held by the Reporting Person, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of issuer's securities held by the Reporting Person, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Reporting Person's board of managers is deemed to have or share beneficial ownership of the founder shares held by the Reporting Person.
F4 These warrants became exercisable 30 days after the closing of the business combination (the "Closing"), on March 26, 2024, by and among the Issuer, Gibraltar Merger Sub Inc., a Delaware corporation, and GCT Semiconductors, Inc., a Delaware corporation, pursuant to a business combination agreement entered into on November 2, 2023, and will expire five years after the Closing.