SEC Form 4 · accession 0000899243-18-008991

AQUANTIA CORP · AQ

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

Reporting owner

Ken Pelowski

Director

Period of report

Mar 28, 2018

Accepted (ET)

Mar 30, 2018 · 6:00 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 28, 2018	C	42,016	$6.66	A	2,649,435	I	See Footnotes
Common Stock^F2,F3	Mar 28, 2018	S	16,865	$16.60	D	2,632,570	I	See Footnotes
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 28, 2018	C	42,016	D	Nov 16, 2009	Nov 16, 2019	Common Stock	42,016	42,016	I

Explanation of responses

F1On March 28, 2018, Pinnacle Ventures I (Q) Equity Holdings, L.L.C., Pinnacle Ventures I Affiliates, L.P. and Pinnacle Ventures II Equity Holdings, L.L.C. (collectively, the "Exercising Entities") exercised warrants to purchase a total of 42,016 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 16,865 of the warrant shares to pay the exercise price and issuing to the Exercising Entities the remaining 25,151 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 13,588 shares directly owned by Pinnacle Ventures I (Q) Equity Holdings, L.L.C., 277 shares directly owned by Pinnacle Ventures I Affiliates, L.P. and 28,151 shares directly owned by Pinnacle Ventures II Equity Holdings, L.L.C.