SEC Form 4 · accession 0000899243-18-023100

AQUANTIA CORP · AQ

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

Reporting owner

Ken Pelowski

Director

Period of report

Jul 30, 2018

Accepted (ET)

Aug 22, 2018 · 9:22 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	Jul 30, 2018	M	64,655	$9.28	A	354,260	I	See Footnote
Common Stock^F4,F3	Jul 30, 2018	F	44,944	$13.35	D	309,316	I	See Footnote
Common Stock^F5	holding	—	—		—	8,528	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)^F1	$9.28	Jul 30, 2018	M	64,655	D	Apr 5, 2013	Apr 5, 2023	Common Stock	64,655	0	I

Explanation of responses

F1On July 30, 2018, Pinnacle Ventures II Equity Holdings, L.L.C. ("PVIIEH") exercised a warrant to purchase a total of 64,655 shares of the Issuer's common stock for $9.28 per share. PVIIEH paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 44,944 of the warrant shares to pay the exercise price and issuing to PVIIEH the remaining 19,711 shares. The general partner of PVIIEH is Pinnacle Ventures Management II, L.L.C. ("PVMII"). Mr. Pelowski is a controlling managing member of PVMII. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
F2Represents 64,655 shares held by PVIIEH, 60,703 shares held by Pinnacle Ventures Management I, L.L.C. ("PVMI"), 142,624 shares held by Pinnacle Ventures Management II, L.L.C. ("PVMII"), 14,225 shares held by Pinnacle Ventures Equity Management I, L.L.C. ("PVEMI") and 72,053 shares held by the Pelowski/Mirek Living Trust (the "Trust"). Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
F3Mr. Pelowski is a controlling managing member of PVMI, PVMII and PVEMI (together with PVIIEH, the "Pinnacle Entities") and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities. Mr. Pelowski is a co-trustee of the Trust and may be deemed to share voting and dispositive power over the shares held by the Trust.
F4Represents 19,711 shares held by PVIIEH, 60,703 shares held by PVMI, 142,624 shares held by PVMII, 14,225 shares held by PVEMI and 72,053 shares held by the Trust. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
F5Represents 3,347 shares of common stock and 5,181 restricted stock units that will vest on June 29, 2019, the first anniversary from grant date, subject to Mr. Pelowski's continued service on the board of directors on the vest date.