Tegarden Yukiko - 3 filing on 2017-10-31

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Tegarden Yukiko

(Last)

(First)

(Middle)

C/O TECHPOINT, INC.

2550 N. FIRST STREET, #550

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2017

3. Issuer Name and Ticker or Trading Symbol
Techpoint, Inc. [ M-6697 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽²⁾	36,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	04/17/2026	Common Stock	54,000	0.97	D
Stock Option (right to buy)	⁽⁴⁾	04/01/2027	Common Stock	30,000	2.93	D

Explanation of Responses:

1. The issuer's common stock trades on the Tokyo Stock Exchange under the symbol referenced in the issuer's registration statement on Form S-1 (File No. 333-219992).

2. Includes 7,500 shares of common stock that are subject to a right of repurchase by the issuer that lapses over time in accordance with the terms of a stock option award that was early exercised by the reporting person.

3. The option vests over 5 years at the rate of 1/5th of the total number of shares on the 12 month anniversary from the vesting commencement date (March 21, 2016), and the remaining shares vesting equal monthly installments thereafter for the remaining four years. The vesting conditions of the award were subsequently amended to accelerate the vesting date to the first day of the month and year that such vesting date would have otherwise occurred. The option includes an early exercise provision that allows the reporting person to exercise the option as to the unvested shares (in addition to the vested shares), subject to the issuer's right of repurchase of any unvested shares that lapses over the vesting period.

4. The option vests over 5 years at the rate of 1/60th of the total shares on each monthly anniversary from the vesting commencement date of April 1, 2017. The option includes an early exercise provision that allows the optionee to exercise the option as to the unvested shares (in addition to the vested shares), subject to the issuer's right of repurchase of any unvested shares that lapses over the vesting period.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ YUKIKO TEGARDEN	10/27/2017
	** 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 5 (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.