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SEC FORM 3 SEC Form 3
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 		 
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1. Name and Address of Reporting Person*
Chapman David Brian
(Last) (First) (Middle)
GSI TECHNOLOGY, INC.
4131 SPICEWOOD SPRINGS RD., F2
(Street)
AUSTIN TX 78759
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2007 		3. Issuer Name and Ticker or Trading Symbol
GSI TECHNOLOGY INC [ GSIT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Marketing
 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 11/08/2008 Common Stock 120,000 0.15 D
Stock Option (right to buy) (2) 05/25/2011 Common Stock 10,313 5.4 D
Stock Option (right to buy) (3) 05/25/2011 Common Stock 10,313 5.4 D
Stock Option (right to buy) (4) 07/15/2012 Common Stock 30,000 4 D
Stock Option (right to buy) (5) 07/15/2013 Common Stock 20,625 2.1 D
Stock Option (right to buy) (6) 07/15/2013 Common Stock 20,625 2.1 D
Stock Option (right to buy) (7) 12/15/2013 Common Stock 20,625 3.5 D
Stock Option (right to buy) (8) 11/21/2016 Common Stock 18,181 5.5 D
Stock Option (right to buy) (9) 11/21/2016 Common Stock 18,181 5.5 D
Stock Option (right to buy) (10) 11/21/2016 Common Stock 18,181 5.5 D
Stock Option (right to buy) (11) 11/21/2016 Common Stock 2,444 5.5 D
Stock Option (right to buy) (12) 11/21/2016 Common Stock 2,444 5.5 D
Stock Option (right to buy) (13) 11/21/2016 Common Stock 2,444 5.5 D
Explanation of Responses:
1. Option for 120,000 shares was granted on November 9, 1998, and vests and becomes exercisable over 4 years at the rate of 25% on the first anniversary of the grant date and 25% annually thereafter.
2. Option for 10,313 shares was granted on May 25, 2001, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2003 and 25% annually thereafter.
3. Option for 10,313 shares was granted on May 25, 2001, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2004 and 25% annually thereafter.
4. Option for 30,000 shares was granted on July 15, 2002, and vests and becomes exercisable over 4 years at the rate of 25% on the first anniversary of the grant date and 25% annually thereafter.
5. Option for 20,625 shares was granted on July 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2005 and 25% annually thereafter.
6. Option for 20,625 shares was granted on July 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2006 and 25% annually thereafter.
7. Option for 20,625 shares was granted on December 15, 2003, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2007 and 25% annually thereafter.
8. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2008 and 25% annually thereafter.
9. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2009 and 25% annually thereafter.
10. Option for 18,181 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2010 and 25% annually thereafter.
11. Option for 2,444 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2008 and 25% annually thereafter.
12. Option for 2,444 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2009 and 25% annually thereafter.
13. Option for 2,444 shares was granted on November 21, 2006, and vests and becomes exercisable over 4 years at the rate of 25% on November 9, 2010 and 25% annually thereafter.
Remarks:
Caroline Y. Wu, Attorney-in-Fact 03/28/2007
** 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.
                          LIMITED POWER OF ATTORNEY
                          FOR SECTION 16(a) REPORTING

	KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Douglas Schirle, Helen Chen and Caroline Y. Wu, and
each of them, as the undersigned's true and lawful attorney-in-fact (the
"Attorney-in Fact"), with full power of substitution and resubstitution, each
with the power to act alone for the undersigned and in the undersigned's name,
place and stead, in any and all capacities to:

	1.	prepare, execute and file with the Securities and Exchange
Commission, any national securities exchange or securities quotation system
and GSI Technology, Inc. (the "Company") any and all reports (including any
amendment thereto) of the undersigned required or considered advisable under
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and
the rules and regulations thereunder, with respect to the equity securities of
the Company, including Forms 3, 4 and 5; and

	2.	obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
equity securities from any third party, including the Company and any brokers,
 dealers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.

	The undersigned acknowledges that:

	1.	this Limited Power of Attorney authorizes, but does not
 require, the Attorney-in-Fact to act at his or her discretion on information
 provided to such Attorney-in-Fact without independent verification of such
information;

	2.	any documents prepared or executed by the Attorney-in-Fact on
 behalf of the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information as the Attorney-in-Fact, in
 his or her discretion, deems necessary or desirable;

	3.	neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the requirements
 of Section 16 of the Exchange Act, any liability of the undersigned for any
failure to comply with such requirements, or any liability of the undersigned
for disgorgement of profits under Section 16(b) of the Exchange Act; and

	4.	this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under Section 16 of the Exchange Act, including, without,
limitation, the reporting requirements under Section 16(a) of the Exchange Act.

	The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary
 or convenient to be done in connection with the foregoing, as fully, to all
 intents and purposes, as the undersigned might or could do in person, hereby
 ratifying and confirming all that the Attorney-in-Fact, or his or her
 substitute or substitutes, shall lawfully do or cause to be done by authority
 of this Limited Power of Attorney.

	This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5 with respect
 to the undersigned's transactions in equity securities of the Company, unless
 earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact.

	This Limited Power of Attorney shall be governed and construed in
accordance the laws of the State of California without regard to
conflict-of-law principles.

	IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
 Attorney as of March 26, 2007.

						Signature: /s/ David Chapman

						Print Name:  David Chapman