Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Regazzi John R
  2. Issuer Name and Ticker or Trading Symbol
GIGA TRONICS INC [GIGA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
5990 GLEASON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2018
(Street)

DUBLIN, CA 94568
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Senior Convertible Voting Perpetual Preferred Stock (1) 03/26/2018   A   2,000   03/26/2018   (9) Common Stock 200,000 $ 25 2,000 D  
Non-Qualified Stock Option (2) $ 1.64 03/30/2018   D     100,000   (4) 12/15/2021 Common Stock 100,000 $ 0 199,750 D  
Non-Qualified Stock Option (2) $ 1.42 03/30/2018   D     99,750   (4) 08/22/2022 Common Stock 99,750 $ 0 100,000 D  
Non-Qualified Stock Option (2) $ 1.65 03/30/2018   D     100,000   (4) 03/13/2023 Common Stock 100,000 $ 0 0 D  
Non-Qualified Stock Option $ 0.33 03/30/2018(5)   A   100,000   12/15/2012(4) 12/15/2021 Common Stock 100,000 $ 0 100,000 D  
Non-Qualified Stock Option $ 0.33 03/30/2018(6)   A   99,750   08/22/2013(4) 08/22/2022 Common Stock 99,750 $ 0 199,750 D  
Non-Qualified Stock Option $ 0.33 03/30/2018(7)   A   100,000   03/13/2014(4) 03/13/2023 Common Stock 100,000 $ 0 299,750 D  
Option to acquire Common Stock $ 0.33 03/30/2018   A   100,000   03/30/2019(3) 03/30/2028 Common Stock 100,000 $ 0 399,750 D  
Warrants $ 1.15 03/26/2018   D     60,300 01/29/2016 01/29/2021 Common Stock 60,300 $ 0.125 0 D  
Warrants (8) $ 0.25 03/26/2018   A   60,300   01/29/2016 01/29/2021 Common Stock 60,300 $ 0 60,300 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Regazzi John R
5990 GLEASON DRIVE
DUBLIN, CA 94568
  X     Chief Executive Officer  

Signatures

 /s/ John R. Regazzi   04/02/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each Series E Share is initially convertible 1 into 100 shares of the Company's common stock.
(2) Existing options for 299,750 shares of common stock were amended to reduce the exercise price.
(3) Options vest on the following schedule: 25% of the Shares vest at the first anniversary of the Vesting Commencement Date and 1/48th of the Shares on each month thereafter.
(4) Options vest on the following schedule: 20% of the Shares vest at the first anniversary from the date of grant and 20% of the Shares on each successive anniversary thereafter.
(5) Original date of grant is 12/15/2011.
(6) Original date of grant is 8/22/2012.
(7) Original date of grant is 3/13/2013.
(8) Original date of issuance is 1/29/2016. Warrant is exercisable, in whole or in part by the Holder at any time but no later than the Expiration Date. Warrant transactions represent a repricing pursuant to negotiations with unrelated third party investors.
(9) Not applicable.

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