FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Egan Francis X
 2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2016		 3. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [AIRG]
(Last)
(First)
(Middle)
C/O AIRGAIN, INC., 3611 VALLEY CENTRE DRIVE, SUITE 150		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
08/11/2016
(Street)

SAN DIEGO, CA 92130		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Right   (1)   (1) Common Stock 449,475 (2) $ (1) I See footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Egan Francis X
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150
SAN DIEGO, CA 92130		   X      

Signatures

/s/ Francis X. Egan 12/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The dividend rights are payable in cash or shares of common stock at the Issuer's election immediately upon the closing of the Issuer's initial public offering.
(2) This amendment is being filed to correct a calculation error with respect to the number of shares of common stock underlying the dividend right reported on the Reporting Person's original Form 3.
(3) Represents securities held by Northwater Intellectual Property Fund L.P. 1 ("NIP LP 1"). Northwater Capital Inc. ("NCI") is the direct parent of Northwater Capital Management Inc. ("NCMI"), which is the manager of NIP LP 1. At the time of the original Form 3 filing, Mr. Egan may have be deemed to share beneficial ownership of the shares held by NIP LP 1 in his capacity as Managing Director of NCI. Mr. Egan disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

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