X0306 4/A 2013-06-03 2013-06-05 0001126741 GSI TECHNOLOGY INC GSIT 0001394413 Shu Lee-Lean GSI TECHNOLOGY, INC. 1213 ELKO DRIVE SUNNYVALE CA 94089 1 1 0 0 President, CEO and Chairman Common Stock 2013-06-03 4 M 0 47619 2.10 A 1761911 D Common Stock 2013-06-03 4 S 0 47619 5.6555 D 1714292 D Common Stock 2013-06-03 4 M 0 9844 2.10 A 1724136 D Common Stock 2013-06-03 4 S 0 9844 5.6555 D 1714292 D Common Stock 2013-06-04 4 M 0 1036 2.10 A 1719328 D Common Stock 2013-06-04 4 S 0 1036 5.65 D 1714292 D Common Stock 100000 I By Spouse Common Stock 400000 I By GoodFortune GSI Inc. Common Stock 6800 I By Child Common Stock 6800 I By Child Stock Option (right to buy) 2.10 2013-06-03 4 M 0 47619 0 D 2013-07-15 Common Stock 47619 0 D Stock Option (right to buy) 2.10 2013-06-03 4 M 0 9844 0 D 2013-07-15 Common Stock 9844 37775 D Stock Option (right to buy) 2.10 2013-06-04 4 M 0 1036 0 D 2013-07-15 Common Stock 1036 36739 D The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2013. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.65 to $5.68, inclusive. The reporting person undertakes to provide to GSI Technology, Inc., any security holder of GSI Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this form 4. Mr. Shu, along with his spouse, transferred these shares to his mother- and father-in-law who then transferred them to GoodFortune GSI Inc. Mr. Shu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Stock option was granted to reporting person on July 15, 2003 and is fully vested. /s/ Douglas Schirle, as Attorney-in-Fact 2013-06-07