SEC Form 4
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).
  
 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*
Anapass, Inc.
(Last) (First) (Middle)
7F, DREAM MARKL BLDG. 61
DITIGAL-RO 31-GIL, GURO-GU
(Street)
SEOUL M5 08375
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 09/26/2024 P(1) 741,603 A $3.02 8,017,466 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 (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
Warrant to Purchase Common Stock $3.02 09/26/2024 P(2) 148,320 (3) (3) Common Stock 148,320 $0 148,320 D
Warrant to purchase Common Stock $11.5 (4) (4) Common Stock 937,350 937,350 D
Explanation of Responses:
1. Pursuant to a Securities Purchase Agreement (the "Agreement"), dated as of September 26, 2024 by and between GCT Semiconductor Holding, Inc. (the "Issuer") and Anapass, Inc. (the "Reporting Person"), the Reporting Person acquired in a private placement transaction 741,603 shares of common stock, $0.0001 par value (the "Common Stock") of the Issuer.
2. Pursuant to the Agreement, the Issuer issued to the Reporting Person a warrant, which entitles the Reporting Person to purchase 148,320 shares of Common Stock for $3.02 per share (the "Warrant").
3. The Warrant is currently exercisable and will expire five years from September 26, 2024.
4. The warrants reported herein are currently exercisable and will expire five years after the closing of the Issuer's business combination, as described in the Issuer's registration statement on Form S-4 (File No. 333-275522), as amended.
/s/ JeeHye Kim, Chief Financial Officer 09/27/2024
** 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.
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