SEC Form 4 · accession 0000899243-16-027678

AIRGAIN INC · AIRG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Arthur M. Toscanini

Director

Period of report

Aug 17, 2016

Accepted (ET)

Aug 19, 2016 · 8:30 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001272842

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Aug 17, 2016	C	87,140	$0.00	A	90,070	D
Common Stock^F1	Aug 17, 2016	C	196,220	$0.00	A	362,578	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F1,F2	—	Aug 17, 2016	C	157,250	D	—	—	Common Stock	27,826	I
Series B Preferred Stock^F1,F3	—	Aug 17, 2016	C	454,942	D	—	—	Common Stock	82,416	I
Series C Preferred Stock^F1,F4	—	Aug 17, 2016	C	341,000	D	—	—	Common Stock	39,697	I
Series D Preferred Stock^F5	—	Aug 17, 2016	C	255,387	D	—	—	Common Stock	25,537	D
Series D Preferred Stock^F1,F5	—	Aug 17, 2016	C	123,098	D	—	—	Common Stock	12,309	I
Series E Preferred Stock^F5	—	Aug 17, 2016	C	93,608	D	—	—	Common Stock	9,360	D
Series F Preferred Stock^F5	—	Aug 17, 2016	C	38,461	D	—	—	Common Stock	3,846	D
Series G Preferred Stock^F5	—	Aug 17, 2016	C	83,223	D	—	—	Common Stock	8,322	D
Dividend Right^F1,F6	—	Aug 17, 2016	C	33,972	D	—	—	Common Stock	33,972	I
Dividend Right^F6	—	Aug 17, 2016	C	40,075	D	—	—	Common Stock	40,075	D

Explanation of responses

F1Represents shares held by Gen 3 Partners, Inc. ("Gen 3 Partners"). Mr. Toscanini may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in his capacity as a director of Gen 3 Partners. Mr. Toscanini disclaims such beneficial ownership extent to the extent of his pecuniary interest therein.
F2The Series A Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series A Preferred Stock automatically converted into common stock on an approximately 1-to-0.177 split-adjusted basis upon the closing of the Issuer's initial public offering.
F3The Series B Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series B Preferred Stock automatically converted into common stock on an approximately 1-to-0.181 split-adjusted basis upon the closing of the Issuer's initial public offering.
F4The Series C Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series C Preferred Stock automatically converted into common stock on an approximately 1-to-0.116 split-adjusted basis upon the closing of the Issuer's initial public offering.
F5The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on an approximately 1-to-0.100 split-adjusted basis upon the closing of the Issuer's initial public offering.
F6The dividend rights were paid in shares of the Issuer's common stock at the Issuer's election immediately upon the closing of the Issuer's initial public offering.