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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (2) | 08/17/2016 | C | 157,250 | (2) | (2) | Common Stock | 27,826 | $ 0 | 0 | I | See Footnote (1) | |||
| Series B Preferred Stock | (3) | 08/17/2016 | C | 454,942 | (3) | (3) | Common Stock | 82,416 | $ 0 | 0 | I | See Footnote (1) | |||
| Series C Preferred Stock | (4) | 08/17/2016 | C | 341,000 | (4) | (4) | Common Stock | 39,697 | $ 0 | 0 | I | See Footnote (1) | |||
| Series D Preferred Stock | (5) | 08/17/2016 | C | 255,387 | (5) | (5) | Common Stock | 25,537 | $ 0 | 0 | D | ||||
| Series D Preferred Stock | (5) | 08/17/2016 | C | 123,098 | (5) | (5) | Common Stock | 12,309 | $ 0 | 0 | I | See Footnote (1) | |||
| Series E Preferred Stock | (5) | 08/17/2016 | C | 93,608 | (5) | (5) | Common Stock | 9,360 | $ 0 | 0 | D | ||||
| Series F Preferred Stock | (5) | 08/17/2016 | C | 38,461 | (5) | (5) | Common Stock | 3,846 | $ 0 | 0 | D | ||||
| Series G Preferred Stock | (5) | 08/17/2016 | C | 83,223 | (5) | (5) | Common Stock | 8,322 | $ 0 | 0 | D | ||||
| Dividend Right | (6) | 08/17/2016 | C | 33,972 | (6) | (6) | Common Stock | 33,972 | $ 0 | 0 | I | See Footnote (1) | |||
| Dividend Right | (6) | 08/17/2016 | C | 40,075 | (6) | (6) | Common Stock | 40,075 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Toscanini Arthur M. C/O AIRGAIN, INC. 3611 VALLEY CENTRE DRIVE, SUITE 150 SAN DIEGO, CA 92130 |
X | |||
| /s/ Arthur M. Toscanini | 08/19/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents 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. |
| (2) | The 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. |
| (3) | The 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. |
| (4) | The 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. |
| (5) | The 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. |
| (6) | The 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. |