SEC Form 4 · accession 0000899243-18-007332

AQUANTIA CORP · AQ

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

Reporting owner

Ken Pelowski

Director

Period of report

Mar 9, 2018

Accepted (ET)

Mar 13, 2018 · 9:31 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001316016

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F3	Mar 9, 2018	C	40,516	$6.66	A	2,624,781	I	See Footnote
Common Stock^F2,F3	Mar 9, 2018	S	17,362	$15.55	D	2,607,419	I	See Footnote
Common Stock^F4	holding	—	—		—	3,347	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Warrant (Right to Buy)^F5,F2,F3	$6.66	Mar 9, 2018	C	40,516	D	Mar 10, 2008	Mar 9, 2018	Common Stock	40,516	40,516	I

Explanation of responses

F1On March 9, 2018, Pinnacle Ventures I Affiliates, L.P., Pinnacle Ventures II Equity Holdings, L.L.C. and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. (collectively, the "Exercising Entities") exercised warrants to purchase a total of 40,516 shares of the Issuer's common stock for $6.66 a share. The Exercising Entities paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 17,362 of the warrant shares to pay the exercise price and issuing to the Exercising Entities the remaining 23,154 shares.
F2Represents securities held by Pinnacle Ventures I Affiliates, L.P., Pinnacle Ventures I-A (Q), L.P., Pinnacle Ventures I-B, L.P., Pinnacle Ventures Management I, L.L.C., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Management II, L.L.C., Pinnacle Ventures Equity Fund I, L.P., Pinnacle Ventures Equity Fund I-O, L.P., Pinnacle Ventures Equity Fund I Affiliates, L.P., Pinnacle Ventures II Equity Holdings, L.L.C. and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. (collectively, the "Pinnacle Entities"), which are managed by general partner limited liability companies. Ken Pelowski is either the sole or controlling managing member of each such limited liability company and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities.
F3(Continued from Footnote 2) Mr. Pelowski disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F4These securities represent restricted stock units previously granted to the reporting person pursuant to the Issuer's non-employee director compensation policy.
F5Represents 267 shares directly owned by Pinnacle Ventures I Affiliates, L.P., 27,146 shares directly owned by Pinnacle Ventures II Equity Holdings, L.L.C. and 13,103 shares directly owned by Pinnacle Ventures I (Q) Equity Holdings, L.L.C.