SEC Form 4 · accession 0000899243-16-027679

AIRGAIN INC · AIRG

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

Reporting owners

GEN 3 PARTNERS INC

10% Owner

GEN3 Capital I L P

10% Owner

GEN3 Capital Partners, LLC

10% Owner

Period of report

Aug 17, 2016

Accepted (ET)

Aug 19, 2016 · 8:31 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^F1,F2	Aug 17, 2016	C	1,185,680	$0.00	A	1,403,282	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F2,F3	—	Aug 17, 2016	C	157,250	D	—	—	Common Stock	27,826	I
Series B Preferred Stock^F2,F4	—	Aug 17, 2016	C	454,942	D	—	—	Common Stock	82,416	I
Series C Preferred Stock^F2,F5	—	Aug 17, 2016	C	341,000	D	—	—	Common Stock	39,697	I
Series D Preferred Stock^F2,F6	—	Aug 17, 2016	C	123,098	D	—	—	Common Stock	12,309	I
Series E Preferred Stock^F2,F6	—	Aug 17, 2016	C	1,575,158	D	—	—	Common Stock	157,515	I
Series F Preferred Stock^F2,F6	—	Aug 17, 2016	C	968,999	D	—	—	Common Stock	96,899	I
Series G Preferred Stock^F2,F6	—	Aug 17, 2016	C	3,839,979	D	—	—	Common Stock	383,995	I
Dividend Right^F2,F7	—	Aug 17, 2016	C	33,972	D	—	—	Common Stock	33,972	I
Dividend Right^F2,F7	—	Aug 17, 2016	C	351,051	D	—	—	Common Stock	351,051	I

Explanation of responses

F1Represents 1,040,704 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 362,578 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").
F2The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and Jim K. Sims is the Managing Member of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the shares held by GEN3 Capital. Mr. Sims, Francis X. Egan, Arthur M. Toscanini and Michael Treacy may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in their capacity as directors of Gen 3 Partners. Each of the individuals and entities listed herein disclaims such beneficial ownership extent to the extent of his or its pecuniary interest therein.
F3The 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.
F4The 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.
F5The 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.
F6The 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.
F7The 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.